Common use of ERISA; Labor Matters Clause in Contracts

ERISA; Labor Matters. (i) The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $125,000,000. No Reportable Event has occurred with respect to any Single Employer Plan, neither Holdco, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan. (ii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) Holdco and each of its Subsidiaries has made all required contributions to each Plan in accordance with its terms; (B) there is not now, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any material liability or material lien on the assets of Holdco or any of its Subsidiaries under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA or under Sections 412 or 4971 of the Code has been or is reasonably expected to be incurred by Holdco or any of its Subsidiaries; and (C) there are no pending or, to the knowledge of Holdco or Borrower, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans or the assets of any of the trusts under any of the Plans. (iii) None of Holdco, any of its Subsidiaries or any other person or entity under common control with Holdco within the meaning of Section 414(b), (c), (m) or (o) of the Code participates in, or is required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). (iv) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by Holdco or any of its Subsidiaries with respect to employees employed outside the United States (a “Foreign Plan”), (A) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (B) all Foreign Plans that are required to be funded are funded in accordance with applicable Laws, and with respect to all other Foreign Plans, adequate reserves therefore have been established on the accounting statements of Holdco or its applicable Subsidiary.

ERISA; Labor Matters. The Borrowers shall furnish the Administrative Agent (iwith sufficient copies for each of Lenders) The Unfunded Liabilities each of all Single Employer Plans do not the following: (a) promptly and in the aggregate exceed $125,000,000. No Reportable Event has occurred with respect to any Single Employer Plan, neither Holdcoevent within ten (10) days after any Borrower, any of its Subsidiaries nor any other member Subsidiary of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan. (ii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) Holdco and each of its Subsidiaries has made all required contributions to each Plan in accordance with its terms; (B) there is not now, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any material liability or material lien on the assets of Holdco Borrowers or any of its Subsidiaries ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA or under Sections Section 412 or 4971 of the Code has been filed with respect to any Multiemployer Plan, a written statement of an officer of any Borrower describing such waiver request and the action, if any, such Borrower, its Subsidiaries and ERISA Affiliates propose to take with respect thereto and a copy of any notice filed with the PBGC or is reasonably expected to be incurred by Holdco the IRS pertaining thereto; (b) promptly and in any event within three (3) days after any Borrower, any Subsidiary of the Borrowers or any of its Subsidiaries; and (C) there are no pending or, ERISA Affiliate receives any adverse communication from a Governmental Authority that could result in an increase to or accelerate the knowledge of Holdco or Borrower, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans or the assets payment of any liability with respect to a Pension Plan, a copy of such notice; (c) simultaneously with the trusts under date that any Borrower (i) commences or terminates negotiations with any collective bargaining agent for the purpose of materially changing any collective bargaining agreement; (ii) reaches an agreement with any collective bargaining agent prior to ratification for the Plans. purpose of materially changing any collective bargaining agreement; (iii) None ratifies any agreement reached with a collective bargaining agent for the purpose of Holdcomaterially changing any collective bargaining agreement; or (iv) becomes subject to a “cooling off period” under the auspices of the National Mediation Board, notification of the commencement or termination of such negotiations, a copy of such agreement or notice of such ratification or a “cooling off period,” as the case may be; (d) promptly and in any of its Subsidiaries event within five (5) business days after any Borrower or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a statement describing such ERISA Event and the action, if any, that such Borrower or ERISA Affiliate has taken and proposes to take with respect thereto and, on the date any records, documents or other person information must be furnished to the PBGC or entity under common control other applicable Governmental Authority with Holdco respect to such ERISA Event, a copy of such records, documents and information; and (e) promptly and in any event within five (5) business days after receipt thereof by any Borrower or any ERISA Affiliate from a sponsor of a Multiemployer Plan, copies of each notice concerning (i)(A) the imposition of withdrawal liability by such Multiemployer Plan or (B) the reorganization or termination, within the meaning of Section 414(b), (c), (m) or (o) of the Code participates in, or is required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) Title IV of ERISA, of any such Multiemployer Plan and (ii) the amount of liability incurred or that may be incurred by any Borrower or any ERISA Affiliate in connection with any event described in clause (a “Multiemployer Plan”i). (iv) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by Holdco or any of its Subsidiaries with respect to employees employed outside the United States (a “Foreign Plan”), (A) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (B) all Foreign Plans that are required to be funded are funded in accordance with applicable Laws, and with respect to all other Foreign Plans, adequate reserves therefore have been established on the accounting statements of Holdco or its applicable Subsidiary.

ERISA; Labor Matters. (ia) The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $125,000,000. No Reportable Event has occurred with respect to any Single Employer Plan, neither Plan that could reasonably be expected to have a Material Adverse Effect. Neither Holdco, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps has incurred or reasonably expects to do so, and no steps incur any liability (other than that which could not reasonably be expected to have been taken a Material Adverse Effect) as a result of a complete or partial withdrawal. No ERISA Event with respect to reorganize or terminate any Single Employer PlanPlan has occurred or is reasonably expected to occur that could reasonably be expected to have a Material Adverse Effect. (iib) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (Ai) Holdco and each of its Subsidiaries has made all required contributions to each Plan in accordance with its terms; (Bii) there is not now, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any material liability or material lien on the assets of Holdco or any of its Subsidiaries under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty CorporationPBGC) under Title IV of ERISA or under Sections 412 or 4971 of the Code has been or is reasonably expected to be incurred by Holdco or any of its Subsidiaries; and (Ciii) there are no pending or, to the knowledge of Holdco or Borrower, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans or the assets of any of the trusts under any of the Plans. (iiic) None of Holdco, any of its Subsidiaries or any other person or entity under common control with Holdco within the meaning of Section 414(b), (c), (m) or (o) of the Code participates in, or is required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). (ivd) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by Holdco or any of its Subsidiaries with respect to employees employed outside the United States (a “Foreign Plan”), (Ai) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (Bii) all Foreign Plans that are required to be funded are funded in accordance with applicable Laws, and with respect to all other Foreign Plans, adequate reserves therefore have been established on the accounting statements of Holdco or its applicable Subsidiary.

ERISA; Labor Matters. Borrower shall furnish the Administrative Agent (iwith sufficient copies for each of Lenders) The Unfunded Liabilities each of all Single Employer Plans do not the following: (a) promptly and in the aggregate exceed $125,000,000. No Reportable Event has occurred any event within thirty (30) days of filing or receipt by Borrower, with respect to any Single Employer Title IV Plan, neither Holdco, any of its Subsidiaries nor any other member copies of the Controlled Group has withdrawn from any Multiemployer Plan most recent annual reports or initiated steps to do soreturns (IRS Form 5500), audited or unaudited financial statements and no steps have been taken to reorganize or terminate any Single Employer Plan. (ii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) Holdco and each of its Subsidiaries has made all required contributions to each Plan in accordance with its terms; (B) there is not now, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security actuarial valuations with respect to a Plan or the imposition such Plans; (b) promptly and in any event within ten (10) days after Borrower, any Subsidiary of any material liability or material lien on the assets of Holdco Borrower or any of its Subsidiaries ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA or under Sections Section 412 or 4971 of the Code has been or is reasonably expected to be incurred by Holdco or any of its Subsidiaries; and (C) there are no pending or, to the knowledge of Holdco or Borrower, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans or the assets of any of the trusts under any of the Plans. (iii) None of Holdco, any of its Subsidiaries or any other person or entity under common control with Holdco within the meaning of Section 414(b), (c), (m) or (o) of the Code participates in, or is required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). (iv) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, filed with respect to any employee benefit planTitle IV Plan or Multiemployer Plan, programa written statement of an officer of Borrower describing such waiver request and the action, policyif any, arrangement Borrower, its Subsidiaries and ERISA Affiliates propose to take with respect thereto and a copy of any notice filed with the PBGC or agreement maintained or contributed to by Holdco the IRS pertaining thereto; (c) simultaneously with the date that Borrower, any Subsidiary of Borrower or any ERISA Affiliate files a notice of its Subsidiaries intent to terminate any Title IV Plan, a copy of each notice; (d) promptly and in any event within three (3) days after Borrower, any Subsidiary of Borrower or any ERISA Affiliate receives any adverse communication from a Governmental Authority which could result in an increase to or accelerate the payment of any liability with respect to employees employed outside a Pension Plan, a copy of such notice; and (e) simultaneously with the United States date that any Credit Party (i) commences or terminates negotiations with any collective bargaining agent for the purpose of materially changing any collective bargaining agreement; (ii) reaches an agreement with any collective bargaining agent prior to ratification for the purpose of materially changing any collective bargaining agreement; (iii) ratifies any agreement reached with a “Foreign Plan”)collective bargaining agent for the purpose of materially changing any collective bargaining agreement; or (iv) becomes subject to a "cooling off period" under the auspices of the National Mediation Board, (A) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (B) all Foreign Plans that are required to be funded are funded in accordance with applicable Lawsnotification of the commencement or termination of such negotiations, and with respect to all other Foreign Plans, adequate reserves therefore have been established on a copy of such agreement or notice of such ratification or a "cooling off period," as the accounting statements of Holdco or its applicable Subsidiarycase may be.

ERISA; Labor Matters. (ia) The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $125,000,000. No Reportable Event has ERISA Events have occurred with respect or are reasonably expected to any Single Employer Planoccur that could, neither Holdco, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan. (ii) Except as would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (A) Holdco and each of its Subsidiaries has made all required contributions to each Plan in accordance with its terms; (B) there is not now, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any material liability or material lien on the assets of Holdco or any of its Subsidiaries under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA or under Sections 412 or 4971 of the Code has been or is reasonably expected to be incurred by Holdco or any of its Subsidiaries; and (C) there are no pending or, to the knowledge of Holdco or Borrower, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans or the assets of any of the trusts under any of the Plans. (iii) None of Holdco, any of its Subsidiaries or any other person or entity under common control with Holdco within the meaning of Section 414(b), (c), (m) or (o) of the Code participates in, or is required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). (iv) . Except as would notcould not reasonably be expected, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (i) each Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state Laws, (ii) no Plan has an “accumulated funding deficiency” (as defined in Section 412 of the Code), whether or not waived, (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any employee benefit planPlan (other than premiums due and not delinquent under Section 4007 of ERISA), program(iv) neither the Borrower nor any ERISA Affiliate has incurred, policyor reasonably expects to incur, arrangement any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or agreement maintained or contributed to by Holdco or any 4243 of its Subsidiaries ERISA with respect to employees employed outside the United States (a “Foreign Plan”), (A) each Foreign Multiemployer Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (Bv) all Foreign Plans neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. (b) As of the First Refinancing Facility Agreement Effective Date, there are required no strikes, lockouts or slowdowns against Holdings, the Borrower or any Subsidiary pending or, to their knowledge, threatened. The hours worked by and payments made to employees of Holdings, the Borrower and the other Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters. All material payments due from Holdings, the Borrower or any other Subsidiary, or for which any claim may be funded are funded in accordance with applicable Lawsmade against Holdings, the Borrower or any other Subsidiary, on account of wages and with respect to all employee health and welfare insurance and other Foreign Plansbenefits, adequate reserves therefore have been established paid or accrued as liabilities on the accounting statements books of Holdco Holdings, the Borrower or its applicable such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which Holdings, the Borrower or any other Subsidiary is bound.

ERISA; Labor Matters. (ia) The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $125,000,000. No Reportable Event has occurred with respect to any Single Employer Plan, neither HoldcoPlan that could reasonably be expected to have a Material Adverse Effect. Neither the Borrower, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps has incurred or reasonably expects to do so, and no steps incur any liability (other than that which could not reasonably be expected to have been taken a Material Adverse Effect) as a result of a complete or partial withdrawal. No ERISA Event with respect to reorganize or terminate any Single Employer PlanPlan has occurred or is reasonably expected to occur that could reasonably be expected to have a Material Adverse Effect. (iib) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (Ai) Holdco the Borrower and each of its Subsidiaries and other members of the Controlled Group has made all required contributions to each Plan in accordance with its terms; (Bii) there is not now, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any material liability or material lien on the assets of Holdco the Borrower or any of its Subsidiaries or other members of the Controlled Group under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty CorporationPBGC) under Title IV of ERISA or under Sections Section 412 or 4971 of the Code has been or is reasonably expected to be incurred by Holdco the Borrower or any of its SubsidiariesSubsidiaries or other members of the Controlled Group; and (Ciii) there are no pending or, to the knowledge of Holdco or the Borrower, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans or the assets of any of the trusts under any of the Plans. (iiic) None of Holdcothe Borrower, any of its Subsidiaries or any other person or entity under common control with Holdco within the meaning of Section 414(b), (c), (m) or (o) member of the Code Controlled Group participates in, or is required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). (ivd) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by Holdco the Borrower or any of its Subsidiaries with respect to employees employed outside the United States (a “Foreign Plan”), (Ai) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (Bii) all Foreign Plans that are required to be funded are funded in accordance with applicable Laws, and with respect to all other Foreign Plans, adequate reserves therefore have been established on the accounting statements of Holdco the Borrower or its applicable Subsidiary.

ERISA; Labor Matters. (i) The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $125,000,000. No Reportable Event has occurred with respect to any Single Employer Plan, neither Holdco, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan. (iia) Except as would notcould not reasonably be expected, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (Ai) Holdco and each of its Subsidiaries no ERISA Event has made all required contributions to each Plan in accordance with its terms; (B) there is not now, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any material liability or material lien on the assets of Holdco or any of its Subsidiaries under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA or under Sections 412 or 4971 of the Code has been occurred or is reasonably expected to occur, (ii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be incurred by Holdco subject to Section 4069 or any 4212(c) of its Subsidiaries; ERISA, and (Ciii) each Plan is in compliance with the applicable provisions of ERISA, the Code and other applicable laws. On the Effective Date, the excess of the present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of preparing the audited financial statements set forth in the Borrower’s most recent Annual Report on Form 10-K), as of the date of the most recent financial statements reflecting such amounts, over the fair market value of the assets of such Plan, if any, could not be reasonably expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) there are no strikes, lockouts, slowdowns or any other labor disputes against the Parent Borrower or any Restricted Subsidiary pending or, to the knowledge of Holdco or Borrowerthe Borrowers, threatened claims threatened, (other than claims for benefits in ii) the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans or the assets of any hours worked by and payments made to employees of the trusts under any Parent Borrower and the Restricted Subsidiaries have not been in violation of the Plans. Fair Labor Standards Act of 1938 or any other applicable federal, state, local or foreign law dealing with such matters, (iii) None of Holdco, any of its Subsidiaries all payments due from the Parent Borrower or any Restricted Subsidiary, or for which any claim may be made against the Parent Borrower or any Restricted Subsidiary, on account of wages and employee health and welfare insurance and other person benefits, have been paid or entity under common control with Holdco within accrued as a liability on the meaning of Section 414(b), (c), (m) or (o) books of the Code participates in, Parent Borrower or is such Restricted Subsidiary to the extent required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). by GAAP and (iv) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect consummation of the Transactions will not give rise to any employee benefit plan, program, policy, arrangement right of termination or right of renegotiation on the part of any union under any collective bargaining agreement maintained or contributed to by Holdco which the Parent Borrower or any of its Subsidiaries with respect to employees employed outside the United States (a “Foreign Plan”), (A) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (B) all Foreign Plans that are required to be funded are funded in accordance with applicable Laws, and with respect to all other Foreign Plans, adequate reserves therefore have been established on the accounting statements of Holdco or its applicable SubsidiaryRestricted Subsidiary is bound.

ERISA; Labor Matters. (i) The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $125,000,000. No Reportable Event has occurred with respect to any Single Employer Plan, neither Holdco, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan. (iia) Except as would notcould not reasonably be expected, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (Ai) Holdco and each of its Subsidiaries no ERISA Event has made all required contributions to each Plan in accordance with its terms; (B) there is not now, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any material liability or material lien on the assets of Holdco or any of its Subsidiaries under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA or under Sections 412 or 4971 of the Code has been occurred or is reasonably expected to occur, (ii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be incurred by Holdco subject to Section 4069 or any 4212(c) of its Subsidiaries; ERISA, and (Ciii) each Plan is in compliance with the applicable provisions of ERISA, the Code and other applicable laws. On the Effective Date, the excess of the present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of preparing the audited financial statements set forth in the Borrower’s most recent Annual Report on Form 10-K), as of the date of the most recent financial statements reflecting such amounts, over the fair market value of the assets of such Plan, if any, could not be reasonably expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) there are no strikes, lockouts, slowdowns or any other labor disputes against the Parent Borrower or any Restricted Subsidiary pending or, to the knowledge of Holdco the Borrowers, threatened, (ii) the hours worked by and payments made to employees of the Parent Borrower and the Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act of 1938 or Borrowerany other applicable federal, threatened claims state, local or foreign law dealing with such matters, (iii) all payments due from the Parent Borrower or any Restricted Subsidiary, or for which any claim may be made against the Parent Borrower or any Restricted Subsidiary, on account of wages and employee health and welfare insurance and other than claims for benefits in the ordinary course)benefits, lawsuits or arbitrations which have been asserted paid or instituted against accrued as a liability on the Plans books of the Parent Borrower or such Restricted Subsidiary to the assets extent required by GAAP and (iv) the consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any of the trusts union under any of collective bargaining agreement to which the PlansParent Borrower or any Restricted Subsidiary is bound. (iiic) None of Holdco, the Borrowers or any of its their Subsidiaries or any other person or is an entity under common control with Holdco within the meaning of Section 414(b), (c), (m) or (o) of the Code participates in, or is required deemed to contribute to, any hold “multiemployer planplan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(373(42) of ERISA) (a “Multiemployer Plan”). (iv) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by Holdco or any of its Subsidiaries with respect to employees employed outside the United States (a “Foreign Plan”), (A) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (B) all Foreign Plans that are required to be funded are funded in accordance with applicable Laws, and with respect to all other Foreign Plans, adequate reserves therefore have been established on the accounting statements of Holdco or its applicable Subsidiary.

ERISA; Labor Matters. (ia) The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $125,000,000. No Reportable Event has ERISA Events have occurred with respect or are reasonably expected to any Single Employer Planoccur that could, neither Holdco, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan. (ii) Except as would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (A) Holdco and each of its Subsidiaries has made all required contributions to each Plan in accordance with its terms; (B) there is not now, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any material liability or material lien on the assets of Holdco or any of its Subsidiaries under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA or under Sections 412 or 4971 of the Code has been or is reasonably expected to be incurred by Holdco or any of its Subsidiaries; and (C) there are no pending or, to the knowledge of Holdco or Borrower, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans or the assets of any of the trusts under any of the Plans. (iii) None of Holdco, any of its Subsidiaries or any other person or entity under common control with Holdco within the meaning of Section 414(b), (c), (m) or (o) of the Code participates in, or is required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). (iv) . Except as would notcould not reasonably be expected, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (i) each Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state Laws, (ii) no Plan has an “accumulated funding deficiency” (as defined in Section 412 of the Code), whether or not waived, (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title W of ERISA with respect to any employee benefit planPlan (other than premiums due and not delinquent under Section 4007 of ERISA), program(iv) neither the Borrower nor any ERISA Affiliate has incurred, policyor reasonably expects to incur, arrangement any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or agreement maintained or contributed to by Holdco or any 4243 of its Subsidiaries ERISA with respect to employees employed outside the United States (a “Foreign Plan”), (A) each Foreign Multiemployer Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (Bv) all Foreign Plans neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. (b) As of the Effective Date, there are required no strikes, lockouts or slowdowns against Holdings, the Borrower or any Subsidiary pending or, to their knowledge, threatened. The hours worked by and payments made to employees of Holdings, the Borrower and the other Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters. All material payments due from Holdings, the Borrower or any other Subsidiary, or for which any claim may be funded are funded in accordance with applicable Lawsmade against Holdings, the Borrower or any other Subsidiary, on account of wages and with respect to all employee health and welfare insurance and other Foreign Plansbenefits, adequate reserves therefore have been established paid or accrued as liabilities on the accounting statements books of Holdco Holdings, the Borrower or its applicable such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which Holdings, the Borrower or any other Subsidiary is bound.

ERISA; Labor Matters. (ia) The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $125,000,000. No Reportable Event has ERISA Events have occurred with respect or are reasonably expected to any Single Employer Planoccur that could, neither Holdco, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan. (ii) Except as would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (Ai) Holdco and each of its Subsidiaries has made all required contributions to each Plan is in accordance compliance with its terms; (B) there is not nowthe applicable provisions of ERISA, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any material liability or material lien on the assets of Holdco or any of its Subsidiaries under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA Federal or under Sections 412 or 4971 of the Code has been or is reasonably expected to be incurred by Holdco or any of its Subsidiaries; and (C) there are no pending or, to the knowledge of Holdco or Borrower, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans or the assets of any of the trusts under any of the Plans. (iii) None of Holdco, any of its Subsidiaries or any other person or entity under common control with Holdco within the meaning of Section 414(b)state Laws, (c), (mii) or (o) of the Code participates in, or is required to contribute to, any no Plan has an “multiemployer planaccumulated funding deficiency” (within the meaning of Section 3(37412 of the Code), whether or not waived, (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Plan (other than premiums due and not delinquent under Section 4007 of ERISA), (iv) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 of ERISA with respect to a Multiemployer Plan and (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA) (a “Multiemployer Plan”). (ivb) Except As of the Second Refinancing Facility Agreement Effective Date, except as would notcould not reasonably be expected, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, with (i) there are no strikes, lockouts or slowdowns against Holdings, the Borrower or any Subsidiary pending or, to their knowledge, threatened, (ii) the hours worked by and payments made to employees of Holdings, the Borrower and the other Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters, (iii) all material payments due from Holdings, the Borrower or any other Subsidiary, or for which any claim may be made against Holdings, the Borrower or any other Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of Holdings, the Borrower or such Subsidiary, and (iv) the consummation of the Transactions will not give rise to any employee benefit planright of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which Holdings, program, policy, arrangement or agreement maintained or contributed to by Holdco the Borrower or any of its Subsidiaries with respect to employees employed outside the United States (a “Foreign Plan”), (A) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (B) all Foreign Plans that are required to be funded are funded in accordance with applicable Laws, and with respect to all other Foreign Plans, adequate reserves therefore have been established on the accounting statements of Holdco or its applicable SubsidiarySubsidiary is bound.

ERISA; Labor Matters. (ia) The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $125,000,000. No Reportable Event has occurred with respect to any Single Employer Plan, neither HoldcoPlan that could reasonably be expected to have a Material Adverse Effect. Neither the Borrower, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps has incurred or reasonably expects to do so, and no steps incur any liability (other than that which could not reasonably be expected to have been taken a Material Adverse Effect) as a result of a complete or partial withdrawal. No ERISA Event with respect to reorganize or terminate any Single Employer PlanPlan has occurred or is reasonably expected to occur that could reasonably be expected to have a Material Adverse Effect. (iib) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (Ai) Holdco the Borrower and each of its Subsidiaries has made all required contributions to each Plan in accordance with its terms; (Bii) there is not now, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any material liability or material lien on the assets of Holdco the Borrower or any of its Subsidiaries under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty CorporationPBGC) under Title IV of ERISA or under Sections Section 412 or 4971 of the Code has been or is reasonably expected to be incurred by Holdco the Borrower or any of its Subsidiaries; and (Ciii) there are no pending or, to the knowledge of Holdco or the Borrower, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans or the assets of any of the trusts under any of the Plans. (iiic) None of Holdcothe Borrower, any of its Subsidiaries or any other person or entity under common control with Holdco the Borrower within the meaning of Section 414(b), (c), (m) or (o) of the Code participates in, or is required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). (ivd) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by Holdco the Borrower or any of its Subsidiaries with respect to employees employed outside the United States (a “Foreign Plan”), (Ai) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (Bii) all Foreign Plans that are required to be funded are funded in accordance with applicable Laws, and with respect to all other Foreign Plans, adequate reserves therefore have been established on the accounting statements of Holdco the Borrower or its applicable Subsidiary.

ERISA; Labor Matters. (ia) The Unfunded Liabilities of all Single Employer Plans do not No ERISA Events have occurred or are reasonably expected to occur that could, in the aggregate exceed $125,000,000aggregate, reasonably be expected to result in a Material Adverse Effect. No Reportable Event has occurred with respect to any Single Employer Plan, neither Holdco, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan. (ii) Except as would notcould not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state laws and, in each case, the regulations thereunder, (ii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 of ERISA with respect to a Multiemployer Plan and (iii) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4062 or 4069 by reason of the application of Section 4212(c) of ERISA. (b) As of the Effective Date, there are no strikes, lockouts or slowdowns against the Borrower or any Restricted Subsidiary pending or, to their knowledge, threatened, that have had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The hours worked by and payments made to employees of the Borrower and the Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters, except for any violation or violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. All payments due from the Borrower or any Restricted Subsidiary, (A) Holdco or for which any claim may be made against the Borrower or any Restricted Subsidiary, on account of wages and each of its Subsidiaries has made all required contributions to each Plan in accordance with its terms; (B) there is not nowemployee health and welfare insurance and other benefits, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan have been paid or the imposition of any material liability or material lien accrued as liabilities on the assets of Holdco or any of its Subsidiaries under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA or under Sections 412 or 4971 books of the Code has been Borrower or is reasonably expected such Restricted Subsidiary, except for any failure to be incurred by Holdco pay or any of its Subsidiaries; and (C) there are no pending or, to the knowledge of Holdco or Borrower, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans or the assets of any of the trusts under any of the Plans. (iii) None of Holdco, any of its Subsidiaries or any other person or entity under common control with Holdco within the meaning of Section 414(b), (c), (m) or (o) of the Code participates in, or is required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). (iv) Except as would notaccrete that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, with respect to any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by Holdco or any of its Subsidiaries with respect to employees employed outside the United States (a “Foreign Plan”), (A) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (B) all Foreign Plans that are required to be funded are funded in accordance with applicable Laws, and with respect to all other Foreign Plans, adequate reserves therefore have been established on the accounting statements of Holdco or its applicable Subsidiary.

ERISA; Labor Matters. (ia) The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $125,000,000. No Reportable Event has occurred with respect to any Single Employer Plan, neither HoldcoPlan that could reasonably be expected to have a Material Adverse Effect. Neither the Borrower, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps has incurred or reasonably expects to do so, and no steps incur any liability (other than that which could not reasonably be expected to have been taken a Material Adverse Effect) as a result of a complete or partial withdrawal. No ERISA Event with respect to reorganize or terminate any Single Employer PlanPlan has occurred or is reasonably expected to occur that could reasonably be expected to have a Material Adverse Effect. (iib) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (Ai) Holdco the Borrower and each of its Subsidiaries and other members of the Controlled Group has made all required contributions to each Plan in accordance with its terms; (Bii) there is not now, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any material liability or material lien on the assets of Holdco the Borrower or any of its Subsidiaries or other members of the Controlled Group under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty CorporationPBGC) under Title IV of ERISA or under Sections Section 412 or 4971 of the Code has been or is reasonably expected to be incurred by Holdco the Borrower or any of its SubsidiariesSubsidiaries or other members of the Controlled Group; and (Ciii) there are no pending or, to the knowledge of Holdco or the Borrower, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans or the assets of any of the trusts under any of the Plans. (iiic) None As of Holdcothe Closing Date, none of the Borrower, any of its Subsidiaries or any other person or entity under common control with Holdco within the meaning of Section 414(b), (c), (m) or (o) member of the Code Controlled Group participates in, or is required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). (ivd) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by Holdco the Borrower or any of its Subsidiaries with respect to employees employed outside the United States (a “Foreign Plan”), (Ai) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (Bii) all Foreign Plans that are required to be funded are funded in accordance with applicable Laws, and with respect to all other Foreign Plans, adequate reserves therefore have been established on the accounting statements of Holdco the Borrower or its applicable Subsidiary.

ERISA; Labor Matters. (i) The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $125,000,000. No Reportable Event has occurred with respect to any Single Employer Plan, neither Holdco, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan. (iia) Except as would notcould not reasonably be expected, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (Ai) Holdco and each of its Subsidiaries no ERISA Event has made all required contributions to each Plan in accordance with its terms; (B) there is not now, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any material liability or material lien on the assets of Holdco or any of its Subsidiaries under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA or under Sections 412 or 4971 of the Code has been occurred or is reasonably expected to occur, (ii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be incurred by Holdco subject to Section 4069 or any 4212(c) of its Subsidiaries; ERISA, and (Ciii) each Plan is in compliance with the applicable provisions of ERISA, the Code and other applicable laws. On the Effective Date, the excess of the present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of preparing the audited financial statements set forth in the Company’s most recent Annual Report on Form 10-K), as of the date of the most recent financial statements reflecting such amounts, over the fair market value of the assets of such Plan, if any, could not be reasonably expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) there are no strikes, lockouts, slowdowns or any other labor disputes against the Company or any Subsidiary pending or, to the knowledge of Holdco the Borrowers, threatened, (ii) the hours worked by and payments made to employees of the Company and the Subsidiaries have not been in violation of the Fair Labor Standards Act of 1938 or Borrowerany other applicable Federal, threatened claims state, local or foreign law dealing with such matters, (iii) all payments due from the Company or any Subsidiary, or for which any claim may be made against the Company or any Subsidiary, on account of wages and employee health and welfare insurance and other than claims for benefits in the ordinary course)benefits, lawsuits or arbitrations which have been asserted paid or instituted against accrued as a liability on the Plans books of the Company or such Subsidiary to the assets extent required by GAAP and (iv) the consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any of the trusts union under any of collective bargaining agreement to which the PlansCompany or any Subsidiary is bound. (iiic) None of Holdco, the Borrower or any of its Subsidiaries or any other person or is an entity under common control with Holdco within the meaning of Section 414(b), (c), (m) or (o) of the Code participates in, or is required deemed to contribute to, any hold “multiemployer planplan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(373(42) of ERISA) (a “Multiemployer Plan”). (iv) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by Holdco or any of its Subsidiaries with respect to employees employed outside the United States (a “Foreign Plan”), (A) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (B) all Foreign Plans that are required to be funded are funded in accordance with applicable Laws, and with respect to all other Foreign Plans, adequate reserves therefore have been established on the accounting statements of Holdco or its applicable Subsidiary.

ERISA; Labor Matters. (ia) The Unfunded Liabilities of all Single Employer Plans do not No ERISA Events have occurred or are reasonably expected to occur that could, in the aggregate exceed $125,000,000aggregate, reasonably be expected to result in a Material Adverse Effect. No Reportable Event has occurred with respect to any Single Employer Plan, neither Holdco, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan. (ii) Except as would notcould not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state laws and, in each case, the regulations thereunder, (ii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan and (iii) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. (b) As of the Restatement Effective Date, there are no strikes, lockouts or slowdowns against the Borrower or any Restricted Subsidiary pending or, to their knowledge, threatened, that have had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The hours worked by and payments made to employees of the Borrower and the Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters, except for any violation or violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. All payments due from the Borrower or any Restricted Subsidiary, (A) Holdco or for which any claim may be made against the Borrower or any Restricted Subsidiary, on account of wages and each of its Subsidiaries has made all required contributions to each Plan in accordance with its terms; (B) there is not nowemployee health and welfare insurance and other benefits, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan have been paid or the imposition of any material liability or material lien accrued as liabilities on the assets of Holdco or any of its Subsidiaries under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA or under Sections 412 or 4971 books of the Code has been Borrower or is reasonably expected such Restricted Subsidiary, except for any failure to be incurred by Holdco pay or any of its Subsidiaries; and (C) there are no pending or, to the knowledge of Holdco or Borrower, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans or the assets of any of the trusts under any of the Plans. (iii) None of Holdco, any of its Subsidiaries or any other person or entity under common control with Holdco within the meaning of Section 414(b), (c), (m) or (o) of the Code participates in, or is required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). (iv) Except as would notaccrete that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, with respect to any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by Holdco or any of its Subsidiaries with respect to employees employed outside the United States (a “Foreign Plan”), (A) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (B) all Foreign Plans that are required to be funded are funded in accordance with applicable Laws, and with respect to all other Foreign Plans, adequate reserves therefore have been established on the accounting statements of Holdco or its applicable Subsidiary.

ERISA; Labor Matters. (i) The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $125,000,000. No Reportable Event has occurred with respect to any Single Employer Plan, neither Holdco, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan. (iia) Except as would notcould not reasonably be expected, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (Ai) Holdco and each of its Subsidiaries has made all required contributions to each Plan in accordance with its terms; (B) there is not nowno ERISA Event or, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any material liability Foreign Plan, a termination, withdrawal or material lien noncompliance with applicable law or plan terms (other than, in any such case, such an event which has already been settled or resolved), has occurred or is reasonably expected by the Borrower to occur, (ii) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that is subject to Section 4069 or 4212(c) of ERISA, and (iii) on the assets Effective Date, the present value of Holdco or any of its Subsidiaries all accumulated benefit obligations under ERISA or the Code in respect of any Plan, and no liability (other than for premiums each Plan that is subject to the Pension Benefit Guaranty Corporation) under Title IV of ERISA or under Sections 412 or 4971 (based on the assumptions used for purposes of Statement of Accounting Standards Topic No. 715) did not, as of the Code has been or is reasonably expected to be incurred by Holdco or any date of its Subsidiaries; and (C) there are no pending orthe most recent financial statements reflecting such amounts, to exceed the knowledge fair value of Holdco or Borrower, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans or the assets of any of the trusts under any of the Planssuch Plan. (iii) None of Holdco, any of its Subsidiaries or any other person or entity under common control with Holdco within the meaning of Section 414(b), (c), (m) or (o) of the Code participates in, or is required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). (ivb) Except as would notcould not reasonably be expected, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (i) there are no strikes, lockouts, slowdowns or any other labor disputes against Borrower or any Subsidiary pending or, to the Knowledge of Borrower, threatened, (ii) the hours worked by and payments made to employees of Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act of 1938 or any other applicable federal, state, local or foreign law dealing with respect such matters and (iii) all payments due from Borrower or any Subsidiary, or for which any claim may be made against Borrower or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of Borrower or such Subsidiary to the extent required by IFRS. The consummation of the Transactions will not give rise to any employee benefit plan, program, policy, arrangement right of termination or right of renegotiation on the part of any union under any collective bargaining agreement maintained or contributed to by Holdco which Borrower or any of its Subsidiaries with respect to employees employed outside the United States (a “Foreign Plan”), (A) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (B) all Foreign Plans that are required to be funded are funded in accordance with applicable Laws, and with respect to all other Foreign Plans, adequate reserves therefore have been established on the accounting statements of Holdco or its applicable SubsidiarySubsidiary is bound.

ERISA; Labor Matters. (i) The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $125,000,000. No Reportable Event has occurred with respect to any Single Employer Plan, neither Holdco, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan. (iia) Except as would notcould not reasonably be expected to, individually individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect, (Ai) Holdco and each of its Subsidiaries has made all required contributions to each Plan is in accordance compliance with its terms; (B) there is not nowthe applicable provisions of ERISA, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any material liability or material lien on the assets of Holdco or any of its Subsidiaries under ERISA or the Code in respect of any Plan, and no liability other applicable federal and state laws and (other than for premiums ii) each Plan that is intended to the Pension Benefit Guaranty Corporationbe a qualified plan under Section 401(a) under Title IV of ERISA or under Sections 412 or 4971 of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been or is reasonably expected determined by the IRS to be incurred exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by Holdco the IRS, and to the knowledge of any Loan Party, nothing has occurred that would prevent, or any of its Subsidiaries; and cause the loss of, such tax-qualified status. (Cb) there There are no pending or, to the knowledge of Holdco or Borrowerany Loan Party, threatened claims (other than claims for benefits claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to, individually, or in the ordinary course)aggregate, lawsuits or arbitrations which have a Material Adverse Effect. There has been asserted or instituted against the Plans or the assets of any of the trusts under any of the Plans. (iii) None of Holdco, any of its Subsidiaries or any other person or entity under common control with Holdco no “prohibited transaction” within the meaning of Section 414(b)4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that has resulted or could reasonably be expected to, individually, or in the aggregate, have a Material Adverse Effect. (i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any Plan, (c)ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (miii) neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate knows of any facts or circumstances that would reasonably be expected to cause the funding target attainment percentage (oas defined in Section 430(d)(2) of the Code participates inCode) for any Plan, or is required if applicable, to contribute todrop below 60% as of the most recent valuation date, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). (iv) Except neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, (v) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and (vi) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, except with respect to each of the foregoing clauses (i) through (vi) of this Section 5.11(c), as would notcould not reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with . (d) With respect to any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by Holdco or any of its Subsidiaries with respect to employees employed outside the United States (a “each Foreign Plan”), none of the following events or conditions exists and is continuing that, either individually or in the aggregate, could reasonably be expected to, individually, or in the aggregate, have a Material Adverse Effect: (Ai) each Foreign Plan required substantial non-compliance with its terms and with the requirements of any and all applicable Laws, statutes, rules, regulations and orders; (ii) failure to be registered has been registered and has been maintained maintained, where required, in good standing with applicable regulatory authorities; and (Biii) all any obligation of a Loan Party or its Restricted Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any Foreign Plans Plan; (iv) any Lien on the property of a Loan Party or its Restricted Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding a Foreign Plan; (v) for each Foreign Plan that are required is a funded or insured plan, failure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are funded consistent with the valuations last filed with the applicable Governmental Authorities); (vi) any facts that, to the best knowledge of the Loan Party or any of its Restricted Subsidiaries, exist that would reasonably be expected to give rise to a dispute and any pending or threatened disputes that, to the best knowledge of the Loan Party or any of its Restricted Subsidiaries, would reasonably be expected to result in accordance with a material liability to the Loan Party or any of its Restricted Subsidiaries concerning the assets of any Foreign Plan (other than individual claims for the payment of benefits); and (vii) failure to make all contributions in a timely manner to the extent required by applicable Lawsnon-U.S. law (each of the events described in clauses (i) through (vii) hereof are hereinafter referred to as a “Foreign Plan Event”). (e) Except as, in the aggregate, could not reasonably be expected to, individually, or in the aggregate, have a Material Adverse Effect: (a) there are no strikes or other labor disputes against the Borrower or any of its Restricted Subsidiaries pending or, to the knowledge of the Borrower, threatened; (b) hours worked by, and payments made based on hours worked by, employees of the Borrower and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with respect to wage and hour matters; and (c) all other Foreign Plans, adequate reserves therefore payments due from the Borrower or any of its Restricted Subsidiaries on account of employee health and welfare insurance have been established paid or accrued as a liability on the accounting statements books of Holdco or its applicable Subsidiarythe relevant party.

ERISA; Labor Matters. (i) The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $125,000,000. No Reportable Event has occurred with respect to any Single Employer Plan, neither Holdco, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan. (iia) Except as would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (A) Holdco each Plan and each Employee Benefit Plan is in compliance with the applicable provisions of its Subsidiaries has made all required contributions to each Plan in accordance with its terms; (B) there is not nowERISA, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any material liability or material lien on the assets of Holdco or any of its Subsidiaries under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA federal or under Sections 412 or 4971 of the Code has been or is reasonably expected to be incurred by Holdco or any of its Subsidiaries; and (C) there are no pending or, to the knowledge of Holdco or Borrower, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans or the assets of any of the trusts under any of the Plansstate laws. (iii) None of Holdco, any of its Subsidiaries or any other person or entity under common control with Holdco within the meaning of Section 414(b), (c), (m) or (o) of the Code participates in, or is required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). (ivb) Except as would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) no ERISA Event has occurred or, to the knowledge of any Specified Loan Party is reasonably expected to occur, (ii) neither a Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Plan (other than premiums due and not delinquent under Section 4007 of ERISA), (iii) neither a Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan, (iv) neither a Loan Party nor any ERISA Affiliate has engaged in a transaction that would reasonably be expected to be subject to Section 4069 or 4212(c) of ERISA, and (v) the present value of all accumulated benefit obligations under all Plans (based on assumptions used for purposes of statement of Financial Accounting Standards No. 87) did not, as of the most recent valuation date, exceed the fair market value of the assets of such Plans, in the aggregate. 93 Blue Bird Body Company Credit Agreement (c) With respect to each Foreign Plan, none of the following events or conditions exists and is continuing that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect: (i) substantial non-compliance with its terms and with the requirements of any and all applicable laws, with respect to any employee benefit planstatutes, programrules, policy, arrangement or agreement maintained or contributed to by Holdco or any of its Subsidiaries with respect to employees employed outside the United States regulations and orders; (a “Foreign Plan”), (Aii) each Foreign Plan required failure to be registered has been registered and has been maintained maintained, where required, in good standing with applicable regulatory authorities; (iii) any obligation of a Loan Party or its Restricted Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any Foreign Plan; (iv) any Lien on the property of a Loan Party or its Restricted Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding a Foreign Plan; (v) for each Foreign Plan that is a funded or insured plan, failure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities); (vi) any facts that, to the best knowledge of the Loan Party or any of its Restricted Subsidiaries, exist that would reasonably be expected to give rise to a dispute and any pending or threatened disputes that, to the best knowledge of the Loan Party or any of its Restricted Subsidiaries, would reasonably be expected to result in a material liability to the Loan Party or any of its Restricted Subsidiaries concerning the assets of any Foreign Plan (other than individual claims for the payment of benefits); and (Bvii) failure to make all contributions in a timely manner to the extent required by applicable non-U.S. law (each of the events described in clauses (i) through (vii) hereof are hereinafter referred to as a “Foreign Plan Event”). (d) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, all Foreign Plans that are required to be funded are funded in material compliance with, and have been established, administered and operated in accordance with with, the terms of such Foreign Plans and applicable Laws, and law. All contributions or other payments which are due with respect to all other each Foreign Plans, adequate reserves therefore Plan have been established made in full and there are no funding deficiencies thereunder, except as would not reasonably be expected to result in a Material Adverse Effect. Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, all amounts payable under any Foreign Plan are properly reflected on the accounting financial statements of Holdco the applicable Loan Party or its applicable SubsidiaryERISA Affiliate. (e) There are no collective bargaining agreements covering the employees of Holdings, the Borrower or any of the Restricted Subsidiaries. Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, neither any Loan Party nor any Restricted Subsidiary has suffered any strikes, walk-outs, work stoppages or other labor difficulty within the last five years.

ERISA; Labor Matters. (ia) The Unfunded Liabilities of all Single Employer Plans do not No ERISA Events have occurred or are reasonably expected to occur that could, in the aggregate exceed $125,000,000aggregate, reasonably be expected to result in a Material Adverse Effect. No Reportable Event has occurred with respect to any Single Employer Plan, neither Holdco, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan. (ii) Except as would notcould not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state laws and, in each case, the regulations thereunder, (ii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 of ERISA with respect to a Multiemployer Plan and (iii) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4062 or 4069 by reason of the application of Section 4212(c) of ERISA. (b) As of the Effective Date, there are no strikes, lockouts or slowdowns against the Borrower or any Subsidiary pending or, to their knowledge, threatened, that have had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The hours worked by and payments made to employees of the Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters, except for any violation or violations that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. All payments due from the Borrower or any Subsidiary, (A) Holdco or for which any claim may be made against the Borrower or any Subsidiary, on account of wages and each of its Subsidiaries has made all required contributions to each Plan in accordance with its terms; (B) there is not nowemployee health and welfare insurance and other benefits, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan have been paid or the imposition of any material liability or material lien accrued as liabilities on the assets of Holdco or any of its Subsidiaries under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA or under Sections 412 or 4971 books of the Code has been Borrower or is reasonably expected such Subsidiary, except for any failure to be incurred by Holdco pay or any of its Subsidiaries; and (C) there are no pending or, to the knowledge of Holdco or Borrower, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans or the assets of any of the trusts under any of the Plans. (iii) None of Holdco, any of its Subsidiaries or any other person or entity under common control with Holdco within the meaning of Section 414(b), (c), (m) or (o) of the Code participates in, or is required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). (iv) Except as would notaccrete that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, with respect to any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by Holdco or any of its Subsidiaries with respect to employees employed outside the United States (a “Foreign Plan”), (A) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (B) all Foreign Plans that are required to be funded are funded in accordance with applicable Laws, and with respect to all other Foreign Plans, adequate reserves therefore have been established on the accounting statements of Holdco or its applicable Subsidiary.

ERISA; Labor Matters. (a) As of the Closing Date, the Borrower (i) The Unfunded Liabilities of all Single Employer Plans do does not in the aggregate exceed $125,000,000. No Reportable Event has occurred with respect contribute to any Single Employer Plan, neither Holdco(ii) is not obligated to maintain or contribute to any Plan, any (iii) has not, since the date of its Subsidiaries nor formation, maintained or contributed to any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do soPlan, and no steps have (iv) has not, since the date of its formation, been taken obligated to reorganize maintain or terminate contribute to any Single Employer Plan. (iib) Except as would notNo ERISA Events have occurred or are reasonably expected to occur that could, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. (c) The hours worked by and payments made to employees of the Borrower, (A) Holdco if any, have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters where such violations would not be reasonably expected to result in a Material Adverse Effect. To the Borrower’s knowledge, all material payments due from the Borrower, or for which any claim may be made against the Borrower, on account of wages and each employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of its Subsidiaries has made all required contributions to each Plan in accordance with its terms; (B) there is the Borrower. The consummation of the Transactions will not now, nor do any circumstances exist that are likely to give rise to any requirement for right of termination or right of renegotiation on the posting of security with respect to a Plan or the imposition part of any material liability or material lien on the assets of Holdco or any of its Subsidiaries under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA or under Sections 412 or 4971 of the Code has been or is reasonably expected to be incurred by Holdco or any of its Subsidiaries; and (C) there are no pending or, to the knowledge of Holdco or Borrower, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans or the assets of any of the trusts union under any of collective bargaining agreement under which the PlansBorrower is bound. (iiid) None of Holdco, any of its Subsidiaries or any other person or entity under common control with Holdco within the meaning of Section 414(b), (c), (m) or (o) As of the Code participates inClosing Date, or the Borrower is required to contribute to, any not and will not be using “multiemployer planplan assets” (within the meaning of Department of Labor Regulations as set forth in 29 CFR § 2510.3-101, as modified by Section 3(373(42) of ERISA) (a “Multiemployer Plan”). (iv) Except as would not, individually of one or more Benefit Plans in connection with the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to any employee benefit plan, program, policy, arrangement Loans or agreement maintained or contributed to by Holdco or any of its Subsidiaries with respect to employees employed outside the United States (a “Foreign Plan”), (A) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (B) all Foreign Plans that are required to be funded are funded in accordance with applicable LawsCommitments, and with respect neither the execution, delivery nor performance of the transactions contemplated under this Agreement, including the making of any Loan hereunder, will give rise to all other Foreign Plans, adequate reserves therefore have been established on a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the accounting statements of Holdco or its applicable SubsidiaryCode.

ERISA; Labor Matters. Borrower shall furnish Administrative Agents (iwith sufficient copies for each of Lenders) The Unfunded Liabilities each of all Single Employer Plans do not the following: (a) promptly and in the aggregate exceed $125,000,000. No Reportable any event within thirty (30) days after Borrower, any Subsidiary of Borrower or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred occurred, written notice describing such event; (b) promptly and in any event within thirty (30) days of filing or receipt by Borrower, with respect to any Single Employer Title IV Plan, neither Holdco, any of its Subsidiaries nor any other member copies of the Controlled Group has withdrawn from any Multiemployer Plan most recent annual reports or initiated steps to do soreturns (IRS Form 5500), audited or unaudited financial statements and no steps have been taken to reorganize or terminate any Single Employer Plan. (ii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) Holdco and each of its Subsidiaries has made all required contributions to each Plan in accordance with its terms; (B) there is not now, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security actuarial valuations with respect to a Plan or the imposition such Plans; (c) promptly and in any event within ten (10) days after Borrower, any Subsidiary of any material liability or material lien on the assets of Holdco Borrower or any of its Subsidiaries ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA or under Sections Section 412 or 4971 of the Code has been filed with respect to any Title IV Plan or is reasonably expected Multiemployer Plan, a written statement of an officer of Borrower describing such waiver request and the action, if any, Borrower, its Subsidiaries and ERISA Affiliates propose to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto; (d) simultaneously with the date that Borrower, any Subsidiary of Borrower or any ERISA Affiliate files a notice of intent to terminate any Title IV Plan, if such termination would require material additional contributions in order to be incurred by Holdco or any of its Subsidiaries; and (C) there are no pending or, to the knowledge of Holdco or Borrower, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans or the assets of any of the trusts under any of the Plans. (iii) None of Holdco, any of its Subsidiaries or any other person or entity under common control with Holdco considered a standard termination within the meaning of Section 414(b), (c), (m) or (o) of the Code participates in, or is required to contribute to, any “multiemployer plan” (within the meaning of Section 3(374041(b) of ERISA, a copy of each notice; (e) promptly and in any event within three (3) days after Borrower, any Subsidiary of Borrower or any ERISA Affiliate receives any adverse communication from a “Multiemployer Governmental Authority which could result in an increase to or accelerate the payment of any liability with respect to a Pension Plan”)., a copy of such notice; and (f) simultaneously with the date that any Credit Party (i) commences or terminates negotiations with any collective bargaining agent for the purpose of materially changing any collective bargaining agreement; (ii) reaches an agreement with any collective bargaining agent prior to ratification for the purpose of materially changing any collective bargaining agreement; (iii) upon ratification of any agreement reached with a collective bargaining agent, notification of the commencement of such negotiations or copies of such agreements for the purpose of materially changing any collective bargaining agreement; or (iv) Except becomes subject to a "COOLING OFF PERIOD" under the auspices of the National Mediation Board, notification of the commencement or termination of negotiations, a copy of such agreement or notice of a "cooling off period," as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by Holdco or any of its Subsidiaries with respect to employees employed outside the United States (a “Foreign Plan”), (A) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (B) all Foreign Plans that are required to be funded are funded in accordance with applicable Laws, and with respect to all other Foreign Plans, adequate reserves therefore have been established on the accounting statements of Holdco or its applicable Subsidiarycase may be.

ERISA; Labor Matters. (i) The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $125,000,000. No Reportable Event has occurred with respect to any Single Employer Plan, neither Holdco, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan. (iia) Except as would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws. (b) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (Ai) Holdco and each of its Subsidiaries no ERISA Event has made all required contributions occurred or is reasonably expected to each Plan in accordance with its terms; occur, (Bii) there is not nowno Loan Party nor any ERISA Affiliate has incurred, nor do or reasonably expects to incur, any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any material liability or material lien on the assets of Holdco or any of its Subsidiaries under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA or under Sections 412 or 4971 of the Code has been or is reasonably expected with respect to be incurred by Holdco or any of its Subsidiaries; and (C) there are no pending or, to the knowledge of Holdco or Borrower, threatened claims Plan (other than claims for benefits in the ordinary coursePBGC premiums due -105- and not delinquent under Section 4007 of ERISA), lawsuits (iii) no Loan Party nor any ERISA Affiliate has incurred, or arbitrations which have been asserted reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or instituted against the Plans 4243 of ERISA with respect to a Multiemployer Plan and (iv) no Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or the assets 4212(c) of any of the trusts under any of the PlansERISA. (iii) None of Holdco, any of its Subsidiaries or any other person or entity under common control with Holdco within the meaning of Section 414(b), (c), (m) or (o) of the Code participates in, or is required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). (iv) Except as would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, with respect to any employee benefit plan, program, policy, each scheme or arrangement or agreement maintained or contributed to mandated by Holdco or any of its Subsidiaries with respect to employees employed outside a government other than the United States (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 law (a “Foreign Plan”)): (i) any employer and employee contributions required by 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; (Aii) 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, as of the Closing Date, 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) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; . (d) Except as set forth on Schedule 3.10(d), (i) there are no collective bargaining agreements or Multiemployer Plans covering the employees of the Borrower or any of the Restricted Subsidiaries as of the Closing Date and (Bii) all Foreign none of the Borrower or any Restricted Subsidiary has suffered any strikes, walkouts, material work stoppages or other material labor difficulty within the last five years and, to the knowledge of the Borrower, no such labor difficulties are threatened. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the hours worked by and payments made to employees of the Borrower or any Restricted Subsidiary have not been in violation of the Fair Labor Standards Act or any other applicable law dealing with such matters. (e) The Borrower represents and warrants as of the Closing Date that the Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans that are required to be funded are funded in accordance connection with applicable Lawsthe Loans, and with respect to all other Foreign Plans, adequate reserves therefore have been established on the accounting statements Letters of Holdco Credit or its applicable Subsidiarythe Commitments.

ERISA; Labor Matters. (i) The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $125,000,000. No Reportable Event has occurred with respect to any Single Employer Plan, neither Holdco, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan. (iia) Except as would notcould not reasonably be expected, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (Ai) Holdco and each of its Subsidiaries no ERISA Event has made all required contributions to each Plan in accordance with its terms; (B) there is not now, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any material liability or material lien on the assets of Holdco or any of its Subsidiaries under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA or under Sections 412 or 4971 of the Code has been occurred or is reasonably expected to occur, (ii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be incurred by Holdco subject to Section 4069 or any 4212(c) of its Subsidiaries; ERISA, and (Ciii) each Plan is in compliance with the applicable provisions of ERISA, the Code and other applicable laws. On the Fourth Restatement Effective Date, the excess of the present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of preparing the audited financial statements set forth in the Company’s most recent Annual Report on Form 10-K), as of the date of the most recent financial statements reflecting such amounts, over the fair market value of the assets of such Plan, if any, could not be reasonably expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) there are no strikes, lockouts, slowdowns or any other labor disputes against the Company or any Restricted Subsidiary pending or, to the knowledge of Holdco or Borrowerthe Borrowers, threatened claims threatened, (other than claims for benefits in ii) the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans or the assets of any hours worked by and payments made to employees of the trusts under any Company and the Restricted Subsidiaries have not been in violation of the Plans. Fair Labor Standards Act of 1938 or any other applicable Federal, state, local or foreign law dealing with such matters, (iii) None of Holdco, any of its Subsidiaries all payments due from the Company or any Restricted Subsidiary, or for which any claim may be made against the Company or any Restricted Subsidiary, on account of wages and employee health and welfare insurance and other person benefits, have been paid or entity under common control with Holdco within accrued as a liability on the meaning of Section 414(b), (c), (m) or (o) books of the Code participates in, Company or is such Restricted Subsidiary to the extent required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). by GAAP and (iv) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect consummation of the Transactions will not give rise to any employee benefit plan, program, policy, arrangement right of termination or right of renegotiation on the part of any union under any collective bargaining agreement maintained or contributed to by Holdco which the Company or any of its Subsidiaries with respect to employees employed outside the United States (a “Foreign Plan”), (A) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (B) all Foreign Plans that are required to be funded are funded in accordance with applicable Laws, and with respect to all other Foreign Plans, adequate reserves therefore have been established on the accounting statements of Holdco or its applicable SubsidiaryRestricted Subsidiary is bound.

ERISA; Labor Matters. (i) The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $125,000,000. No Reportable Event has occurred with respect to any Single Employer Plan, neither Holdco, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan. (iia) Except as would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws. (b) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (Ai) Holdco and each of its Subsidiaries no ERISA Event has made all required contributions occurred or is reasonably expected to each Plan in accordance with its terms; occur, (Bii) there is not nowno Loan Party nor any ERISA Affiliate has incurred, nor do or reasonably expects to incur, any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any material liability or material lien on the assets of Holdco or any of its Subsidiaries under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA or under Sections 412 or 4971 of the Code has been or is reasonably expected with respect to be incurred by Holdco or any of its Subsidiaries; and (C) there are no pending or, to the knowledge of Holdco or Borrower, threatened claims Plan (other than claims for benefits in the ordinary coursePBGC premiums due and not delinquent under Section 4007 of ERISA), lawsuits (iii) no Loan Party nor any ERISA Affiliate has incurred, or arbitrations which have been asserted reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or instituted against the Plans 4243 of ERISA with respect to a Multiemployer Plan and (iv) no Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or the assets 4212(c) of any of the trusts under any of the PlansERISA. (iii) None of Holdco, any of its Subsidiaries or any other person or entity under common control with Holdco within the meaning of Section 414(b), (c), (m) or (o) of the Code participates in, or is required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). (iv) Except as would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, with respect to any employee benefit plan, program, policy, each scheme or arrangement or agreement maintained or contributed to mandated by Holdco or any of its Subsidiaries with respect to employees employed outside a government other than the United States (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 law (a “Foreign Plan”)): (i) any employer and employee contributions required by 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; (Aii) 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, as of the Closing Date, 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) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; . (d) Except as set forth on Schedule 3.10(d), (i) there are no collective bargaining agreements or Multiemployer Plans covering the employees of the Borrower or any of the Restricted Subsidiaries as of the Closing Date and (Bii) all Foreign none of the Borrower or any Restricted Subsidiary has suffered any strikes, walkouts, material work stoppages or other material labor difficulty within the last five years and, to the knowledge of the Borrower, no such labor difficulties are threatened. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the hours worked by and payments made to employees of the Borrower or any Restricted Subsidiary have not been in violation of the Fair Labor Standards Act or any other applicable law dealing with such matters. (e) The Borrower represents and warrants as of the Amendment No. 1 Effective Date that the Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans that are required to be funded are funded in accordance connection with applicable Lawsthe Loans, and with respect to all other Foreign Plans, adequate reserves therefore have been established on the accounting statements Letters of Holdco Credit or its applicable Subsidiarythe Commitments.

ERISA; Labor Matters. (i) The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $125,000,000. No Reportable Event has occurred with respect to any Single Employer Plan, neither Holdco, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan. (iia) Except as would could not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other applicable laws. (b) Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (Ai) Holdco and each of its Subsidiaries no ERISA Event has made all required contributions to each Plan in accordance with its terms; (B) there is not now, nor do any circumstances exist that are likely to give rise to any requirement for occurred during the posting of security with respect to a Plan or the imposition of any material liability or material lien on the assets of Holdco or any of its Subsidiaries under ERISA or the Code in respect of any Plan, and no liability (other than for premiums six year period prior to the Pension Benefit Guaranty Corporationdate on which this representation is made or deemed made or is reasonably expected to occur, (ii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Plan (other than premiums due and not delinquent under Section 4007 of ERISA), (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Sections 412 Section 4219 of ERISA, would result in such liability) under Section 4201 or 4971 4243 of ERISA with respect to a Multiemployer Plan, (iv) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA, and (v) no non-exempt “prohibited transaction” (within the meaning of Section 4975 of the Code Code) has been occurred with respect to any Plan or is reasonably expected to be incurred by Holdco Multiemployer Plan. (i) There are no strikes, lockouts, or slowdowns against the Borrower or any of its Subsidiaries; and (C) there are no the Restricted Subsidiaries pending or, to the knowledge of Holdco or Borrowerany Loan Party, threatened claims in writing, and (other than claims for benefits in ii) the ordinary course)consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union, lawsuits works council or arbitrations similar body under any collective bargaining agreement, works council agreement or similar agreement to which have been asserted the Borrower or instituted against the Plans or the assets of any of the trusts under Restricted Subsidiaries is bound, other than to the extent that any of the Plans. foregoing matters in preceding clauses (iiii) None of Holdco, any of its Subsidiaries or any other person or entity under common control with Holdco within the meaning of Section 414(band (ii), (c), (m) or (o) of the Code participates in, or is required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). (iv) Except as would not, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect, with respect to any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by Holdco or any of its Subsidiaries with respect to employees employed outside the United States (a “Foreign Plan”), (A) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (B) all Foreign Plans that are required to be funded are funded in accordance with applicable Laws, and with respect to all other Foreign Plans, adequate reserves therefore have been established on the accounting statements of Holdco or its applicable Subsidiary.

ERISA; Labor Matters. (i) The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $125,000,000. No Reportable Event has occurred with respect to any Single Employer Plan, neither Holdco, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan. (iia) Except as would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws. (b) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (Ai) Holdco and each of its Subsidiaries no ERISA Event has made all required contributions occurred or is reasonably expected to each Plan in accordance with its terms; occur, (Bii) there is not nowno Loan Party nor any ERISA Affiliate has incurred, nor do or reasonably expects to incur, any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any material liability or material lien on the assets of Holdco or any of its Subsidiaries under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA or under Sections 412 or 4971 of the Code has been or is reasonably expected with respect to be incurred by Holdco or any of its Subsidiaries; and (C) there are no pending or, to the knowledge of Holdco or Borrower, threatened claims Plan (other than claims for benefits in the ordinary coursePBGC premiums due and not delinquent under Section 4007 of ERISA), lawsuits (iii) no Loan Party nor any ERISA Affiliate has incurred, or arbitrations which have been asserted reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or instituted against the Plans 4243 of ERISA with respect to a Multiemployer Plan and (iv) no Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or the assets 4212(c) of any of the trusts under any of the PlansERISA. (iii) None of Holdco, any of its Subsidiaries or any other person or entity under common control with Holdco within the meaning of Section 414(b), (c), (m) or (o) of the Code participates in, or is required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). (iv) Except as would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, with respect to any employee benefit plan, program, policy, each scheme or arrangement or agreement maintained or contributed to mandated by Holdco or any of its Subsidiaries with respect to employees employed outside a government other than the United States (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 law (a “Foreign Plan”)): (i) any employer and employee contributions required by 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; (Aii) 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, as of the Closing Date, 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) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; . (d) Except as set forth on Schedule 3.10(d), (i) there are no collective bargaining agreements or Multiemployer Plans covering the employees of the Borrower or any of the Restricted Subsidiaries as of the Closing Date and (Bii) all Foreign Plans that none of the Borrower or any Restricted Subsidiary has suffered any strikes, walkouts, material work stoppages or other material labor difficulty within the last five years and, to the knowledge of the Borrower, no such labor difficulties are required threatened. Except as would not reasonably be expected, individually or in the aggregate, to be funded are funded have a Material Adverse Effect, the hours worked by and payments made to employees of the Borrower or any Restricted Subsidiary have not been in accordance violation of the Fair Labor Standards Act or any other applicable law dealing with applicable Laws, and with respect to all other Foreign Plans, adequate reserves therefore have been established on the accounting statements of Holdco or its applicable Subsidiarysuch matters.

ERISA; Labor Matters. Borrower shall furnish the Administrative Agent (iwith sufficient copies for each of Lenders) The Unfunded Liabilities each of all Single Employer Plans do not the following: (a) promptly and in the aggregate exceed $125,000,000. No Reportable Event has occurred any event within thirty (30) days of filing or receipt by Borrower, with respect to any Single Employer Title IV Plan, neither Holdco, any of its Subsidiaries nor any other member copies of the Controlled Group has withdrawn from any Multiemployer Plan most recent annual reports or initiated steps to do soreturns (IRS Form 5500), audited or unaudited financial statements and no steps have been taken to reorganize or terminate any Single Employer Plan. (ii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) Holdco and each of its Subsidiaries has made all required contributions to each Plan in accordance with its terms; (B) there is not now, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security actuarial valuations with respect to a Plan or the imposition such Plans; (b) promptly and in any event within ten (10) days after Borrower, any Subsidiary of any material liability or material lien on the assets of Holdco Borrower or any of its Subsidiaries ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA or under Sections Section 412 or 4971 of the Code has been or is reasonably expected to be incurred by Holdco or any of its Subsidiaries; and (C) there are no pending or, to the knowledge of Holdco or Borrower, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans or the assets of any of the trusts under any of the Plans. (iii) None of Holdco, any of its Subsidiaries or any other person or entity under common control with Holdco within the meaning of Section 414(b), (c), (m) or (o) of the Code participates in, or is required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). (iv) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, filed with respect to any employee benefit planTitle IV Plan or Multiemployer Plan, programa written statement of an officer of Borrower describing such waiver request and the action, policyif any, arrangement Borrower, its Subsidiaries and ERISA Affiliates propose to take with respect thereto and a copy of any notice filed with the PBGC or agreement maintained or contributed to by Holdco the IRS pertaining thereto; (c) simultaneously with the date that Borrower, any Subsidiary of Borrower or any ERISA Affiliate files a notice of its Subsidiaries intent to terminate any Title IV Plan, a copy of each notice; (d) promptly and in any event within three (3) days after Borrower, any Subsidiary of Borrower or any ERISA Affiliate receives any adverse communication from a Governmental Authority which could result in an increase to or accelerate the payment of any liability with respect to employees employed outside a Pension Plan, a copy of such notice; and (e) simultaneously with the United States date that any Credit Party (i) commences or terminates negotiations with any collective bargaining agent for the purpose of materially changing any collective bargaining agreement; (ii) reaches an agreement with any collective bargaining agent prior to ratification for the purpose of materially changing any collective bargaining agreement; (iii) ratifies any agreement reached with a collective bargaining agent for the purpose of materially changing any collective bargaining agreement; or (iv) becomes subject to a “Foreign Plan”)cooling off period” under the auspices of the National Mediation Board, (A) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (B) all Foreign Plans that are required to be funded are funded in accordance with applicable Lawsnotification of the commencement or termination of such negotiations, and with respect to all other Foreign Plans, adequate reserves therefore have been established on a copy of such agreement or notice of such ratification or a “cooling off period,” as the accounting statements of Holdco or its applicable Subsidiarycase may be.

ERISA; Labor Matters. (i) The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $125,000,000. No Reportable Event has occurred with respect to any Single Employer Plan, neither Holdco, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan. (iia) Except as would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws. (b) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (Ai) Holdco and each of its Subsidiaries no ERISA Event has made all required contributions occurred or is reasonably expected to each Plan in accordance with its terms; occur, (Bii) there is not nowno Loan Party nor any ERISA Affiliate has incurred, nor do or reasonably expects to incur, any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any material liability or material lien on the assets of Holdco or any of its Subsidiaries under ERISA or the Code in respect of any Plan, and no liability (other than for premiums to the Pension Benefit Guaranty Corporation) under Title IV of ERISA or under Sections 412 or 4971 of the Code has been or is reasonably expected with respect to be incurred by Holdco or any of its Subsidiaries; and (C) there are no pending or, to the knowledge of Holdco or Borrower, threatened claims Plan (other than claims for benefits in the ordinary coursePBGC premiums due and not delinquent under Section 4007 of ERISA), lawsuits (iii) no Loan Party nor any ERISA Affiliate has incurred, or arbitrations which have been asserted reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or instituted against the Plans 4243 of ERISA with respect to a Multiemployer Plan and (iv) no Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or the assets 4212(c) of any of the trusts under any of the PlansERISA. (iii) None of Holdco, any of its Subsidiaries or any other person or entity under common control with Holdco within the meaning of Section 414(b), (c), (m) or (o) of the Code participates in, or is required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). (iv) Except as would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, with respect to any employee benefit plan, program, policy, each scheme or arrangement or agreement maintained or contributed to mandated by Holdco or any of its Subsidiaries with respect to employees employed outside a government other than the United States (a “Foreign PlanGovernment Scheme or Arrangement”), (A) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (B) all Foreign Plans that are required to be funded are funded in accordance with applicable Laws, and with respect to all other 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 law (a “Foreign Plans, adequate reserves therefore Plan”): (i) any employer and employee contributions required by law or by the terms of any Foreign Government Scheme or Arrangement or any Foreign Plan have been established made, or, if applicable, accrued, in accordance with normal 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 (d) Except as set forth on Schedule 3.10(d), (i) there are no collective bargaining agreements or Multiemployer Plans covering the accounting statements employees of Holdco the Borrower or its any of the Restricted Subsidiaries as of the Closing Date and (ii) none of the Borrower or any Restricted Subsidiary has suffered any strikes, walkouts, material work stoppages or other material labor difficulty within the last five years and, to the knowledge of the Borrower, no such labor difficulties are threatened. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the hours worked by and payments made to employees of the Borrower or any Restricted Subsidiary have not been in violation of the Fair Labor Standards Act or any other applicable Subsidiarylaw dealing with such matters. (e) The Borrower represents and warrants as of the Closing Date that the Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments.

ERISA; Labor Matters. (i) The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $125,000,000. No Reportable Event has occurred with respect to any Single Employer Plan, neither Holdco, any of its Subsidiaries nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Single Employer Plan. (ii) a. Except as would notcould not reasonably be expected, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (Ai) Holdco and each of its Subsidiaries has made all required contributions to each Plan in accordance with its terms; (B) there is not nowno ERISA Event or, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any material liability Foreign Plan, a termination, withdrawal or material lien noncompliance with applicable law or plan terms (other than, in any such case, such an event which has already been settled or resolved), has occurred or is reasonably expected by any Loan Party to occur, (ii) neither Loan Party nor any ERISA Affiliate has engaged in a transaction that is subject to Section 4069 or 4212(c) of ERISA, and (iii) on the assets Closing Date, the present value of Holdco or any of its Subsidiaries all accumulated benefit obligations under ERISA or the Code in respect of any Plan, and no liability (other than for premiums each Plan that is subject to the Pension Benefit Guaranty Corporation) under Title IV of ERISA or under Sections 412 or 4971 (based on the assumptions used for purposes of Statement of Accounting Standards Topic No. 715) did not, as of the Code has been or is reasonably expected to be incurred by Holdco or any date of its Subsidiaries; and (C) there are no pending orthe most recent financial statements reflecting such amounts, to exceed the knowledge fair value of Holdco or Borrower, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Plans or the assets of any of the trusts under any of the Planssuch Plan. (iii) None of Holdco, any of its Subsidiaries or any other person or entity under common control with Holdco within the meaning of Section 414(b), (c), (m) or (o) of the Code participates in, or is required to contribute to, any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) (a “Multiemployer Plan”). (iv) b. Except as would notcould not reasonably be expected, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, with respect to (i) there are no strikes, lockouts, slowdowns or any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by Holdco other labor disputes against any Loan Party or any of its respective Subsidiaries with respect pending or, to the Knowledge of any Loan Party, threatened, (ii) the hours worked by and payments made to employees employed outside of any Loan Party and the United States (a “Foreign Plan”)Subsidiaries have not been in violation of the Fair Labor Standards Act of 1938 or any other applicable federal, (A) each Foreign Plan required to be registered has been registered and has been maintained in good standing state, local or foreign law dealing with applicable regulatory authorities; such matters and (Biii) all Foreign Plans that are required to payments due from any Loan Party or any of their respective Subsidiaries, or for which any claim may be funded are funded in accordance with applicable Lawsmade against any Loan Party or any of their respective Subsidiaries, on account of wages and with respect to all employee health and welfare insurance and other Foreign Plansbenefits, adequate reserves therefore have been established paid or accrued as a liability on the accounting statements books of Holdco any Loan Party or its applicable Subsidiarysuch Subsidiary to the extent required by GAAP. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of their respective Subsidiaries is bound.