Common use of ERISA; Labor Matters Clause in Contracts

ERISA; Labor Matters. (a) Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) each Borrower and each Benefit Plan maintained or sponsored by any Borrower is in compliance with all Requirements of Law, (iii) copies of each non-routine agreement entered into with the PBGC, the U.S. Department of Labor or the Internal Revenue Service with respect to any Benefit Plan maintained or sponsored by any Borrower have been delivered to the Administrative Agent, (iv) each Benefit Plan maintained or sponsored by a Borrower or Subsidiary of the Borrower that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Internal Revenue Code and (v) there are no pending or, to the knowledge of any Loan Party, threatened claims, actions, proceedings or lawsuits (other than claims for benefits in the normal course) asserted or instituted against (A) any Benefit Plan maintained or sponsored by any Borrower or Subsidiary of the Borrower or its assets, (B) any fiduciary with respect to any Benefit Plan maintained or sponsored by any Borrower, or (C) any Borrower or Subsidiary of the Borrower with respect to any Benefit Plan. Except as described in the Borrower’s most recent Form 10-K or as required by Section 4980B of the Internal Revenue Code or could not reasonably be expected to result in a Material Adverse Effect, no Borrower or any Subsidiary of the Borrower maintains an employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides health benefits (through the purchase of insurance or otherwise) for any retired or former employee or has any obligation to provide any such benefits for any current employee after such employee’s termination of employment. (b) Except as could 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 Company or any Subsidiary pending or, to the knowledge of Company, threatened, (ii) the hours worked by and payments made to employees of (A) the Loan Parties have not been in violation of the Fair Labor Standards Act of 1938 and (B) the Loan Parties have not been in violation of any other applicable federal, state, provincial, territorial, local or foreign law dealing with such matters (in each case, to the extent applicable) and (iii) all payments due from any Loan Party on account of employee wages and employee health and welfare insurance, have been paid or accrued as a liability on the books of Company or such Loan Party to the extent required by GAAP or other applicable accounting standards.

ERISA; Labor Matters. (a) Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: (i) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur; , could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan that is subject to Title IV of ERISA (iibased on the assumptions used for purposes of Accounting Standards Codification Topic 715) each Borrower did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $2,000,000 the fair value of the assets of such Plan, and each Benefit Plan maintained the present value of all accumulated benefit obligations of all underfunded Plans that are subject to Title IV of ERISA (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) did not, as of the date or sponsored dates of the most recent financial statements reflecting such amounts, exceed the fair value of the assets of all such underfunded Plans by any Borrower is in compliance with all Requirements of Law, material amount. (iiib) copies of each non-routine agreement entered into with the PBGC, the U.S. Department of Labor or the Internal Revenue Service with respect to any Benefit Plan maintained or sponsored by any Borrower have been delivered to the Administrative Agent, (iv) each Benefit Plan maintained or sponsored by a Borrower or Subsidiary As of the Borrower that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Internal Revenue Code and (v) Effective Date, there are no strikes, lockouts, slowdowns or any other material labor disputes against the Company or any Subsidiary pending or, to the knowledge of the Company, threatened. 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 or any Loan Partyother applicable Federal, threatened claimsstate, actionslocal or foreign law dealing with such matters, proceedings except for any such violation that, individually or lawsuits (other than claims for benefits in the normal course) asserted or instituted against (A) any Benefit Plan maintained or sponsored by any Borrower or Subsidiary of the Borrower or its assetsaggregate, (B) any fiduciary with respect to any Benefit Plan maintained or sponsored by any Borrower, or (C) any Borrower or Subsidiary of the Borrower with respect to any Benefit Plan. Except as described in the Borrower’s most recent Form 10-K or as required by Section 4980B of the Internal Revenue Code or could not reasonably be expected to result in a Material Adverse Effect, no Borrower or any Subsidiary of . All payments due from the Borrower maintains an employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides health benefits (through the purchase of insurance or otherwise) for any retired or former employee or has any obligation to provide any such benefits for any current employee after such employee’s termination of employment. (b) Except as could 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 Company or any Subsidiary pending orSubsidiary, to or for which any claim may be made against the knowledge of CompanyCompany or any Subsidiary, threatened, (ii) the hours worked by and payments made to employees of (A) the Loan Parties have not been in violation of the Fair Labor Standards Act of 1938 and (B) the Loan Parties have not been in violation of any other applicable federal, state, provincial, territorial, local or foreign law dealing with such matters (in each case, to the extent applicable) and (iii) all payments due from any Loan Party on account of employee wages and employee health and welfare insuranceinsurance and other benefits, have been paid or accrued as a liability on the books of the Company or such Loan Party Subsidiary to the extent required by GAAP GAAP. The consummation of the Transactions will not give rise to any right of termination or other applicable accounting standardsright of renegotiation on the part of any union under any collective bargaining agreement to which the Company or any Subsidiary is bound.

ERISA; Labor Matters. A Loan Party shall furnish the Administrative Agent (with sufficient copies for each of Lenders) each of the following: (a) Except as promptly and in any event within [*] Business Days after any Borrower Group Member or any ERISA Affiliate knows that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Multiemployer Plan, a written statement of an officer of such Borrower Group Member or ERISA Affiliate describing such waiver request and the action, if any, such Borrower Group Member and any ERISA Affiliate propose to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto; (b) promptly and in any event within [*] Business Days after any Borrower Group Member or any ERISA Affiliate receives any adverse communication from a Governmental Authority (including a non-US Governmental Authority) that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: material increase to or accelerate the payment of any material liability with respect to a Pension Plan, a copy of such notice; (c) promptly and in any event within [*] Business Days after any Borrower Group Member (i) No ERISA Event has occurred commences or is reasonably expected to occurterminates negotiations with any collective bargaining agent for the purpose of materially changing any collective bargaining agreement; (ii) each Borrower and each Benefit Plan maintained or sponsored by reaches an agreement with any Borrower is in compliance with all Requirements collective bargaining agent prior to ratification for the purpose of Law, 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 “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 “cooling off period,” as the case may be; (d) promptly and in any event within [*] Business Days after any Borrower Group Member or any ERISA Affiliate knows that any ERISA Event has occurred, a statement describing such ERISA Event and the action, if any, that such Borrower Group Member or ERISA Affiliate has taken and proposes to take with respect thereto and, on the date any records, documents or other information must be furnished to the PBGC or other applicable Governmental Authority with respect to such ERISA Event, a copy of such records, documents and information; (e) promptly and in any event within [*] Business Days following receipt thereof, copies of each non-routine agreement entered into with the PBGC, the U.S. Department any documents described in Sections 101(k) or 101(l) of Labor ERISA that any Borrower Group Member or the Internal Revenue Service any ERISA Affiliate may request with respect to any Benefit Plan maintained Multiemployer Plan; provided, that if the Borrower Group Members or sponsored by any Borrower of their ERISA Affiliates have been delivered to not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, (iv) each Benefit Plan maintained or sponsored by a Borrower or Subsidiary of the Borrower that is intended to be Group Member and/or their ERISA Affiliates shall promptly make a qualified plan under Section 401(a) request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of the Internal Revenue Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Internal Revenue Code such documents and (v) there are no pending or, notices to the knowledge of Administrative Agent promptly after receipt thereof, and further provided, that the rights granted to the Administrative Agent in this section shall be exercised not more than once during a 12-month period; and (f) promptly and in any Loan Party, threatened claims, actions, proceedings or lawsuits (other than claims for benefits in the normal course) asserted or instituted against (A) any Benefit Plan maintained or sponsored event within [*] Business Days after receipt thereof by any Borrower Group Member or Subsidiary ERISA Affiliate from a sponsor of a Multiemployer Plan, copies of each notice concerning (i)(A) the Borrower imposition of Withdrawal Liability by such Multiemployer Plan or its assets, (B) the Reorganization, Insolvency or termination, within the meaning of Title IV of ERISA, of any fiduciary with respect to any Benefit such Multiemployer Plan maintained or sponsored by any Borrower, the determination that such Multiemployer Plan is in “endangered status” or (C) any Borrower or Subsidiary “critical status” within the meaning of Section 432 of the Borrower with respect to any Benefit Plan. Except as described in the Borrower’s most recent Form 10-K or as required by Section 4980B of the Internal Revenue Code or could not reasonably be expected to result in a Material Adverse EffectIRC, no Borrower or any Subsidiary of the Borrower maintains an employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides health benefits (through the purchase of insurance or otherwise) for any retired or former employee or has any obligation to provide any such benefits for any current employee after such employee’s termination of employment. (b) Except as could 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 Company or any Subsidiary pending or, to the knowledge of Company, threatened, and (ii) the hours worked amount of liability incurred or that may be incurred by and payments made to employees of the Borrower or any ERISA Affiliate in connection with any event described in clause (A) the Loan Parties have not been in violation of the Fair Labor Standards Act of 1938 and (B) the Loan Parties have not been in violation of any other applicable federal, state, provincial, territorial, local or foreign law dealing with such matters (in each case, to the extent applicable) and (iii) all payments due from any Loan Party on account of employee wages and employee health and welfare insurance, have been paid or accrued as a liability on the books of Company or such Loan Party to the extent required by GAAP or other applicable accounting standardsi).

ERISA; Labor Matters. A Loan Party shall furnish the Administrative Agent (with sufficient copies for each of Lenders) each of the following: (a) Except as promptly and in any event within [*] Business Days after any Borrower Group Member or any ERISA Affiliate knows that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Multiemployer Plan, a written statement of an officer of such Borrower Group Member or ERISA Affiliate describing such waiver request and the action, if any, such Borrower Group Member and any ERISA Affiliate propose to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto; (b) promptly and in any event within [*] Business Days after any Borrower Group Member or any ERISA Affiliate receives any adverse communication from a Governmental Authority (including a non-US Governmental Authority) that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: material increase to or accelerate the payment of any material liability with respect to a Pension Plan, a copy of such notice; (c) promptly and in any event within [*] Business Days after any Borrower Group Member (i) No ERISA Event has occurred commences or is reasonably expected to occurterminates negotiations with any collective bargaining agent for the purpose of materially changing any collective bargaining agreement; (ii) each Borrower and each Benefit Plan maintained or sponsored by reaches an agreement with any Borrower is in compliance with all Requirements collective bargaining agent prior to ratification for the purpose of Law, 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 “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 “cooling off period,” as the case may be; [*] Confidential treatment requested. (d) promptly and in any event within [*] Business Days after any Borrower Group Member or any ERISA Affiliate knows that any ERISA Event has occurred, a statement describing such ERISA Event and the action, if any, that such Borrower Group Member or ERISA Affiliate has taken and proposes to take with respect thereto and, on the date any records, documents or other information must be furnished to the PBGC or other applicable Governmental Authority with respect to such ERISA Event, a copy of such records, documents and information; (e) promptly and in any event within [*] Business Days following receipt thereof, copies of each non-routine agreement entered into with the PBGC, the U.S. Department any documents described in Sections 101(k) or 101(l) of Labor ERISA that any Borrower Group Member or the Internal Revenue Service any ERISA Affiliate may request with respect to any Benefit Plan maintained Multiemployer Plan; provided, that if the Borrower Group Members or sponsored by any Borrower of their ERISA Affiliates have been delivered to not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, (iv) each Benefit Plan maintained or sponsored by a Borrower or Subsidiary of the Borrower that is intended to be Group Member and/or their ERISA Affiliates shall promptly make a qualified plan under Section 401(a) request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of the Internal Revenue Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Internal Revenue Code such documents and (v) there are no pending or, notices to the knowledge of Administrative Agent promptly after receipt thereof, and further provided, that the rights granted to the Administrative Agent in this section shall be exercised not more than once during a 12-month period; and (f) promptly and in any Loan Party, threatened claims, actions, proceedings or lawsuits (other than claims for benefits in the normal course) asserted or instituted against (A) any Benefit Plan maintained or sponsored event within [*] Business Days after receipt thereof by any Borrower Group Member or Subsidiary ERISA Affiliate from a sponsor of a Multiemployer Plan, copies of each notice concerning (i)(A) the Borrower imposition of Withdrawal Liability by such Multiemployer Plan or its assets, (B) the Reorganization, Insolvency or termination, within the meaning of Title IV of ERISA, of any fiduciary with respect to any Benefit such Multiemployer Plan maintained or sponsored by any Borrower, the determination that such Multiemployer Plan is in “endangered status” or (C) any Borrower or Subsidiary “critical status” within the meaning of Section 432 of the Borrower with respect to any Benefit Plan. Except as described in the Borrower’s most recent Form 10-K or as required by Section 4980B of the Internal Revenue Code or could not reasonably be expected to result in a Material Adverse EffectIRC, no Borrower or any Subsidiary of the Borrower maintains an employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides health benefits (through the purchase of insurance or otherwise) for any retired or former employee or has any obligation to provide any such benefits for any current employee after such employee’s termination of employment. (b) Except as could 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 Company or any Subsidiary pending or, to the knowledge of Company, threatened, and (ii) the hours worked amount of liability incurred or that may be incurred by and payments made to employees of the Borrower or any ERISA Affiliate in connection with any event described in clause (A) the Loan Parties have not been in violation of the Fair Labor Standards Act of 1938 and (B) the Loan Parties have not been in violation of any other applicable federal, state, provincial, territorial, local or foreign law dealing with such matters (in each case, to the extent applicable) and (iii) all payments due from any Loan Party on account of employee wages and employee health and welfare insurance, have been paid or accrued as a liability on the books of Company or such Loan Party to the extent required by GAAP or other applicable accounting standardsi).

ERISA; Labor Matters. (a) Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: (i) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur; , could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan that is subject to Title IV of ERISA (iibased on the assumptions used for purposes of Accounting Standards Codification Topic 715) each Borrower did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $2,000,000 the fair value of the assets of such Plan, and each Benefit Plan maintained the present value of all accumulated benefit obligations of all underfunded Plans that are subject to Title IV of ERISA (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) did not, as of the date or sponsored dates of the most recent financial statements reflecting such amounts, exceed the fair value of the assets of all such underfunded Plans by any Borrower is in compliance with all Requirements of Law, material amount. (iiib) copies of each non-routine agreement entered into with the PBGC, the U.S. Department of Labor or the Internal Revenue Service with respect to any Benefit Plan maintained or sponsored by any Borrower have been delivered to the Administrative Agent, (iv) each Benefit Plan maintained or sponsored by a Borrower or Subsidiary As of the Borrower that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Internal Revenue Code and (v) Third Restatement Effective Date, there are no strikes, lockouts, slowdowns or any other material labor disputes against the Company or any Subsidiary pending or, to the knowledge of the Borrowers, threatened. 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 or any Loan Partyother applicable Federal, threatened claimsstate, actionslocal or foreign law dealing with such matters, proceedings except for any such violation that, individually or lawsuits (other than claims for benefits in the normal course) asserted or instituted against (A) any Benefit Plan maintained or sponsored by any Borrower or Subsidiary of the Borrower or its assetsaggregate, (B) any fiduciary with respect to any Benefit Plan maintained or sponsored by any Borrower, or (C) any Borrower or Subsidiary of the Borrower with respect to any Benefit Plan. Except as described in the Borrower’s most recent Form 10-K or as required by Section 4980B of the Internal Revenue Code or could not reasonably be expected to result in a Material Adverse Effect, no Borrower or any Subsidiary of . All payments due from the Borrower maintains an employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides health benefits (through the purchase of insurance or otherwise) for any retired or former employee or has any obligation to provide any such benefits for any current employee after such employee’s termination of employment. (b) Except as could 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 Company or any Subsidiary pending orSubsidiary, to or for which any claim may be made against the knowledge of CompanyCompany or any Subsidiary, threatened, (ii) the hours worked by and payments made to employees of (A) the Loan Parties have not been in violation of the Fair Labor Standards Act of 1938 and (B) the Loan Parties have not been in violation of any other applicable federal, state, provincial, territorial, local or foreign law dealing with such matters (in each case, to the extent applicable) and (iii) all payments due from any Loan Party on account of employee wages and employee health and welfare insuranceinsurance and other benefits, have been paid or accrued as a liability on the books of the Company or such Loan Party Subsidiary to the extent required by GAAP GAAP. The consummation of the Transactions will not give rise to any right of termination or other applicable accounting standardsright of renegotiation on the part of any union under any collective bargaining agreement to which the Company or any Subsidiary is bound.

ERISA; Labor Matters. (a) Except as could As of the Effective Date, (i) Holdings, the Borrower and each ERISA Affiliate do not sponsor, maintain or contribute to any Plan, (ii) Holdings, the Borrower and each ERISA Affiliate do not participate in or contribute to any Multiemployer Plan, and (iii) neither Holdings, the Borrower nor any ERISA Affiliate reasonably expects to sponsor, maintain, or contribute to any Plan, or participate in or contribute to any Multiemployer Plan. (b) As of the Effective Date, neither Holdings, the Borrower nor any ERISA Affiliate has incurred any liability in respect of any Plan or Multiemployer Plan. (c) No ERISA Events have occurred or are reasonably expected to occur that could, in the aggregate, reasonably be expectedexpected to result in a Material Adverse Effect. (d) As of the Effective Date, there are no strikes, lockouts or slowdowns against Holdings, the Borrower or any Subsidiary pending or, to their knowledge, threatened that could, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect: . (ie) No ERISA Event has occurred or is reasonably expected to occur; (ii) each Borrower and each Benefit Plan maintained or sponsored by any Borrower is in compliance with all Requirements of LawExcept as would not, (iii) copies of each non-routine agreement entered into with the PBGC, the U.S. Department of Labor or the Internal Revenue Service with respect to any Benefit Plan maintained or sponsored by any Borrower have been delivered to the Administrative Agent, (iv) each Benefit Plan maintained or sponsored by a Borrower or Subsidiary of the Borrower that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Internal Revenue Code and (v) there are no pending or, to the knowledge of any Loan Party, threatened claims, actions, proceedings or lawsuits (other than claims for benefits in the normal course) asserted or instituted against (A) any Benefit Plan maintained or sponsored by any Borrower or Subsidiary of the Borrower or its assetsaggregate, (B) any fiduciary with respect to any Benefit Plan maintained or sponsored by any Borrower, or (C) any Borrower or Subsidiary of the Borrower with respect to any Benefit Plan. Except as described in the Borrower’s most recent Form 10-K or as required by Section 4980B of the Internal Revenue Code or could not reasonably be expected to result in a Material Adverse Effect, no Borrower or any Subsidiary of the Borrower maintains an employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides health benefits (through the purchase of insurance or otherwise) for any retired or former employee or has any obligation to provide any such benefits for any current employee after such employee’s termination of employment. (b) Except as could 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 Company or any Subsidiary pending or, to the knowledge of Company, threatened, (ii) the hours worked by and payments made to employees of (A) Holdings, the Loan Parties Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act of 1938 and (B) the Loan Parties have not been in violation of or any other applicable federalFederal, state, provincial, territorial, local or foreign law dealing with relating to such matters matters. (in each case, to the extent applicablef) and (iii) all All material payments due from Holdings, the Borrower or any Loan Party Subsidiary, or for which any claim may be made against Holdings, the Borrower or any Subsidiary, on account of employee wages and employee health and welfare insuranceinsurance and other benefits, have been paid or accrued as a liability liabilities on the books of Company Holdings, the Borrower or such Loan Party Subsidiary. (g) The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the extent required by GAAP part of any union under any collective bargaining agreement under which Holdings, the Borrower or other applicable accounting standardsany Subsidiary is bound.

ERISA; Labor Matters. (a) Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: (i) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur; , could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan that is subject to Title IV of ERISA (iibased on the assumptions used for purposes of Accounting Standards Codification Topic 715) each Borrower did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $2,000,000 the fair value of the assets of such Plan, and each Benefit Plan maintained the present value of all accumulated benefit obligations of all underfunded Plans that are subject to Title IV of ERISA (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) did not, as of the date or sponsored dates of the most recent financial statements reflecting such amounts, exceed the fair value of the assets of all such underfunded Plans by any Borrower is in compliance with all Requirements of Law, material amount. (iiib) copies of each non-routine agreement entered into with the PBGC, the U.S. Department of Labor or the Internal Revenue Service with respect to any Benefit Plan maintained or sponsored by any Borrower have been delivered to the Administrative Agent, (iv) each Benefit Plan maintained or sponsored by a Borrower or Subsidiary As of the Borrower that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Internal Revenue Code and (v) Second Restatement Effective Date, there are no strikes, lockouts, slowdowns or any other material labor disputes against the Company or any Subsidiary pending or, to the knowledge of the Borrowers, threatened. 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 or any Loan Partyother applicable Federal, threatened claimsstate, actionslocal or foreign law dealing with such matters, proceedings except for any such violation that, individually or lawsuits (other than claims for benefits in the normal course) asserted or instituted against (A) any Benefit Plan maintained or sponsored by any Borrower or Subsidiary of the Borrower or its assetsaggregate, (B) any fiduciary with respect to any Benefit Plan maintained or sponsored by any Borrower, or (C) any Borrower or Subsidiary of the Borrower with respect to any Benefit Plan. Except as described in the Borrower’s most recent Form 10-K or as required by Section 4980B of the Internal Revenue Code or could not reasonably be expected to result in a Material Adverse Effect, no Borrower or any Subsidiary of . All payments due from the Borrower maintains an employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides health benefits (through the purchase of insurance or otherwise) for any retired or former employee or has any obligation to provide any such benefits for any current employee after such employee’s termination of employment. (b) Except as could 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 Company or any Subsidiary pending orSubsidiary, to or for which any claim may be made against the knowledge of CompanyCompany or any Subsidiary, threatened, (ii) the hours worked by and payments made to employees of (A) the Loan Parties have not been in violation of the Fair Labor Standards Act of 1938 and (B) the Loan Parties have not been in violation of any other applicable federal, state, provincial, territorial, local or foreign law dealing with such matters (in each case, to the extent applicable) and (iii) all payments due from any Loan Party on account of employee wages and employee health and welfare insuranceinsurance and other benefits, have been paid or accrued as a liability on the books of the Company or such Loan Party Subsidiary to the extent required by GAAP GAAP. The consummation of the Transactions will not give rise to any right of termination or other applicable accounting standardsright of renegotiation on the part of any union under any collective bargaining agreement to which the Company or any Subsidiary is bound.

ERISA; Labor Matters. (a) Except as could As of the Effective Date, (i) Holdings, the Borrower and each ERISA Affiliate do not sponsor, maintain or contribute to any Plan, (ii) Holdings, the Borrower and each ERISA Affiliate do not participate in or contribute to any Multiemployer Plan, and (iii) neither Holdings, the Borrower, or any ERISA Affiliate reasonably expects to sponsor, maintain, or contribute to any Plan, or participate in or contribute to any Multiemployer Plan. (b) As of the Effective Date, neither Holdings, the Borrower or any ERISA Affiliate has incurred any liability in respect of any Plan or Multiemployer Plan. (c) No ERISA Events have occurred or are reasonably expected to occur that could, in the aggregate, reasonably be expectedexpected to result in a Material Adverse Effect. (d) As of the Effective Date, there are no strikes, lockouts or slowdowns against Holdings, the Borrower or any Subsidiary pending or, to their knowledge, threatened that could, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect: (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) each Borrower and each Benefit Plan maintained or sponsored by any Borrower is in compliance with all Requirements of Law, (iii) copies of each non-routine agreement entered into with the PBGC, the U.S. Department of Labor or the Internal Revenue Service with respect to any Benefit Plan maintained or sponsored by any Borrower have been delivered to the Administrative Agent, (iv) each Benefit Plan maintained or sponsored by a Borrower or Subsidiary of the Borrower that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Internal Revenue Code and (v) there are no pending or, to the knowledge of any Loan Party, threatened claims, actions, proceedings or lawsuits (other than claims for benefits in the normal course) asserted or instituted against (A) any Benefit Plan maintained or sponsored by any Borrower or Subsidiary of the Borrower or its assets, (B) any fiduciary with respect to any Benefit Plan maintained or sponsored by any Borrower, or (C) any Borrower or Subsidiary of the Borrower with respect to any Benefit Plan. Except as described would not, in the Borrower’s most recent Form 10-K or as required by Section 4980B of the Internal Revenue Code or could not aggregate, reasonably be expected to result in a Material Adverse Effect, no Borrower or any Subsidiary of the Borrower maintains an employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides health benefits (through the purchase of insurance or otherwise) for any retired or former employee or has any obligation to provide any such benefits for any current employee after such employee’s termination of employment. (b) Except as could 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 Company or any Subsidiary pending or, to the knowledge of Company, threatened, (ii) the hours worked by and payments made to employees of (A) Holdings, the Loan Parties Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act of 1938 and (B) the Loan Parties have not been in violation of or any other applicable federalFederal, state, provincial, territorial, local or foreign law dealing with relating to such matters (in each case, to the extent applicable) and (iii) all matters. All material payments due from Holdings, the Borrower or any Loan Party Subsidiary, or for which any claim may be made against Holdings, the Borrower or any Subsidiary, on account of employee wages and employee health and welfare insuranceinsurance and other benefits, have been paid or accrued as a liability liabilities on the books of Company Holdings, the Borrower or such Loan Party Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the extent required by GAAP part of any union under any collective bargaining agreement under which Holdings, the Borrower or other applicable accounting standardsany Subsidiary is bound.