Common use of ERISA Matters Clause in Contracts

ERISA Matters. All Plans maintained by the Company or any of its Subsidiaries and ERISA Affiliates are listed in Schedule III.T. and copies of all documentation relating to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None of the Company, its Subsidiaries and ERISA Affiliates has received any notification that any Multi-employer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be made to such Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party with respect to any Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suit, action or other litigation or any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Plan and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect to any Plan. As used in this Agreement:

ERISA Matters. All Plans maintained by the Company or any of its Subsidiaries and ERISA Affiliates are listed in Schedule III.T. and copies of all documentation relating to such Plans (includingThe Borrower, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company and each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA applicable and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to iteach Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status. No Reportable Event liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has occurredbeen or is expected to be incurred by the Borrower, been waived or exists as to which the Company or any of its Subsidiaries and or any of their ERISA Affiliates was Affiliates. No ERISA Event has occurred or is reasonably expected to occur. Except to the extent required to file a report with under Section 4980B of the PBGCInternal Revenue Code or similar state laws, and no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of all the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Borrower, any of its Subsidiaries or any of their ERISA Affiliates (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, determined as of the end of the most recent annual plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation date applicable theretofor such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan. None As of the Companymost recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Borrower, its Subsidiaries and their respective ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer for a complete withdrawal from such Multiemployer Plan that could result in a Material Adverse Effect. None of the Company, its Subsidiaries and ERISA Affiliates has received any notification that any Multi-employer Plan is in reorganization or has been terminated (within the meaning of Title IV Section 4203 of ERISA), and no Multi-employer Plan is reasonably expected when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be made to such Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV Section 4221(e) of ERISA to any party with respect to any Planis zero. The Borrower, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor any each of its Subsidiaries and each of their ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B have complied with the requirements of the Code or civil liability under section 502(i) or Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (las defined in Section 4219(c)(5) of ERISA. No suit, action or other litigation or any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Plan and there are no facts or circumstances known payments to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect to any a Multiemployer Plan. As used in this Agreement:.

ERISA Matters. All Plans maintained by the Company or any of its Subsidiaries and ERISA Affiliates are listed in Schedule III.T. and copies (a) The Unfunded Liability of all documentation relating to Plans does not in the aggregate exceed 20% of the Total Plan Liability for all such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in compliance complies in all material respects with all provisions applicable requirements of law and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA applicable to it. No Reportable Event or the terms of any Plan has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None of the Company, its Subsidiaries and ERISA Affiliates has received any notification that any Multi-employer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be made to such Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party occurred with respect to any Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or otherwise to have a Material Adverse Effect. There are no pending or, to the knowledge of Borrower, threatened, claims, actions, investigations or lawsuits against any Plan, any fiduciary of any Plan, or Borrower or other any member of the Controlled Group with respect to any other a Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suit, action or other litigation or any other claim which could reasonably be expected to result have a Material Adverse Effect. Neither Borrower nor any other member of the Controlled Group has engaged in any prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any Plan which would subject that Person to any material liability. Within the past five years, neither Borrower nor any other member of the Controlled Group has engaged in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred transaction which resulted in the ordinary course of plan activities) has been brought or, to the knowledge a Plan with an Unfunded Liability being transferred out of the CompanyControlled Group, threatened against which could reasonably be expected to have a Material Adverse Effect. No Termination Event has occurred or is reasonably expected to occur with respect to any Pension Plan, which could reasonably be expected to have a Material Adverse Effect. (b) All contributions (if any) have been made to any Plan and there that are no facts or circumstances known required to the Company be made by Borrower or any other member of its Subsidiaries the Controlled Group under the terms of the plan or ERISA Affiliates of any collective bargaining agreement or by applicable law; neither Borrower nor any other member of the Controlled Group has withdrawn or partially withdrawn from any Plan, incurred any withdrawal liability with respect to any such plan or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal from any such plan in each case that could reasonably be expected to give rise have a Material Adverse Effect; and neither Borrower nor any other member of the Controlled Group has received any notice that any Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any such suit, action plan is or other litigation. All contributions to Plans has been funded at a rate less than that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation Section 412 of the transactions contemplated hereby and thereby (includingCode, without limitationthat any such plan is or may be terminated, the offeror that any such plan is or may become insolvent, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect in each case that may reasonably be expected to any Plan. As used in this Agreement:have a Material Adverse Effect.

ERISA Matters. All Plans maintained by (a) Each Plan is in compliance with the Company or any applicable provisions of its Subsidiaries and ERISA Affiliates are listed in Schedule III.T. and copies of all documentation relating to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreementsERISA, the three most recent annual returnsCode and other Federal or state laws except for non-compliance that could not, employee communications and IRS determination letters) individually or in the aggregate reasonably be expected to have been delivered to or made available for review by the Buyera Material Adverse Effect. Each Pension Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan that is intended to qualify be a qualified plan under section Section 401(a) of the Code has at all times since its adoption received a favorable determination letter from the Internal Revenue Service 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 so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-determined by the Internal Revenue Service to be exempt from federal income tax under section Section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in , or an application for such a letter is currently being processed by the Internal Revenue Service except for non-compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did that could not, as of individually or in the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or aggregate reasonably expects be expected to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in have a Material Adverse Effect. None To the best knowledge of the CompanyBorrower, its Subsidiaries and ERISA Affiliates nothing has received occurred that would prevent or cause the loss of such tax-qualified status except for non-compliance that could not, individually or in the aggregate reasonably be expected to have a Material Adverse Effect. (b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any notification Governmental Authority, with respect to any Plan that any Multi-employer Plan is in reorganization or could reasonably be expected to have a Material Adverse Effect. There has been terminated within no prohibited transaction or violation of the meaning of Title IV of ERISA, and no Multi-employer fiduciary responsibility rules with respect to any Plan is reasonably expected to be in reorganization or termination where such reorganization or termination that has resulted or could reasonably be expected to result in increases a Material Adverse Effect. (i) No ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) neither the Borrower nor any ERISA Affiliate has incurred any liability to the contributions required to be made to such PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid and no Pension Plan or otherwise. No direct, contingent or secondary liability has been incurred terminated by the plan administrator thereof nor by the PBGC, and no event or is circumstance has occurred or exists that could reasonably be expected to be incurred by cause the Company or any of its Subsidiaries PBGC to institute proceedings under Title IV of ERISA to terminate any party with respect to any Pension Plan, except in the case of clauses (i) through (iv) such event or with respect to any other Plan presently circumstance, individually or heretofore maintained or contributed to by any ERISA Affiliate. Neither in the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suitaggregate, action or other litigation or any other claim which could not reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Plan and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect to any Plan. As used in this Agreement:Material Adverse Effect.

ERISA Matters. All Plans maintained by the Company No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan of any Loan Party or any of its Subsidiaries and ERISA Affiliates are listed that has resulted in Schedule III.T. and copies of all documentation relating or would reasonably be expected to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) that any Loan Party or any of its ERISA Affiliates is required to file for any Plan, copies of which have been filed with the CompanyIRS, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no change in such funding status that would reasonably be expected to result in a Material Adverse Effect. Neither any Loan Party nor any of its Subsidiaries and ERISA Affiliates has received incurred or is reasonably expected to incur any notification Withdrawal Liability to any Multiemployer Plan that would reasonably be expected to result in a Material Adverse Effect. Neither any Multi-employer Loan Party nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan of any Loan Party or any of its ERISA Affiliates that such Multiemployer Plan is in reorganization or has been terminated terminated, within the meaning of Title IV of ERISA, and to the knowledge of AGCO no Multi-employer such Multiemployer Plan is reasonably expected to be in reorganization or termination where such to be terminated, within the meaning of Title IV of ERISA, in either case which reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be made to such Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party with respect to any Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suit, action or other litigation or any other claim which could would reasonably be expected to result in a material liability Material Adverse Effect. With respect to each scheme or expense to arrangement mandated by a government other than the Company United States providing for post-employment benefits (a “Foreign Government Scheme or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activitiesArrangement”) has been brought or, to the knowledge of the Company, threatened against or 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 providing for post-employment benefits (a “Foreign Plan”): (i) all material 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; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the Agreement Date, with respect to all current and there are no facts or circumstances known former participants in such Foreign Plan according to the Company actuarial assumptions and valuations most recently used to account for such obligations, in accordance with applicable generally accepted accounting principles, and the liability of each Loan Party and each Subsidiary of a Loan Party with respect to a Foreign Plan is reflected in accordance with normal accounting practices on the financial statements of such Loan Party or any of its Subsidiaries or ERISA Affiliates that could such Subsidiary, as the case may be; and (iii) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities unless, in each case, the failure to do so would not be reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved result in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect to any Plan. As used in this Agreement:a Material Adverse Effect.

ERISA Matters. All Plans maintained by the Company No Borrower nor any ERISA Affiliate maintains or contributes to any of its Subsidiaries and ERISA Affiliates are Benefit Plan, Multiemployer Plan or Foreign Pension Plan other than those listed in on Schedule III.T. and copies of all documentation relating to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer6.01-P attached hereto. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan which is intended to qualify be qualified under section Section 401(a) of the Internal Revenue Code as currently in effect either (i) has at all times since its adoption been received a favorable determination letter from the IRS that the Plan is so qualified, and each trust which forms a part qualified or (ii) an application for determination of any such plan has at all times since its adoption been tax-exempt qualified status will be made to the IRS prior to the end of the applicable remedial amendment period under section 501(aSection 401(b) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are Internal Revenue Code as currently in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGCeffect, and the present value of all liabilities under each Pension Plan (based on those assumptions used a Borrower or an ERISA Affiliate shall diligently seek to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability obtain a determination letter with respect to such application. Except as identified on Schedule 6.01-P, no Borrower nor any Multi-employer Plan Borrower Subsidiary maintains or contributes to any employee welfare benefit plan that could result in a Material Adverse Effect. None of the Company, its Subsidiaries and ERISA Affiliates has received any notification that any Multi-employer Plan is in reorganization provides group health or has been terminated life insurance benefits within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be made to such Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV Section 3(1) of ERISA which provides benefits to any party with respect to any Plan, or with respect to any employees after termination of employment other Plan presently or heretofore maintained or contributed to than as required by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i) or (l) Section 601 of ERISA. No suit, action or other litigation or any other claim which could Except as would reasonably be expected to result in a material liability or expense to Material Adverse Effect, each Borrower and each Borrower Subsidiary is in compliance in all respects with the Company or any of its Subsidiaries or responsibilities, obligations and duties imposed on it by ERISA Affiliates (excluding claims for benefits incurred in and the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or Internal Revenue Code with respect to all Plans. Except as would reasonably be expected to result in a Material Adverse Effect, (i) no Benefit Plan has failed to satisfy the minimum funding standard (as defined in Sections 302(a)(2) of ERISA and 412(a)(2) of the Internal Revenue Code) for a plan year without the need of any funding waiver under Section 412(c) of the Code; (ii) no Borrower or any ERISA Affiliate nor any fiduciary of any Plan which is not a Multiemployer Plan (a) has engaged in a nonexempt prohibited transaction described in Sections 406 of ERISA or 4975 of the Internal Revenue Code or (b) has taken or failed to take any action which would constitute or result in a Termination Event, other than a merger permitted under Section 9.09(b); (iii) no Borrower nor any ERISA Affiliate has any potential liability under Sections 4063, 4064, 4069, 4204 or 4212(c) of ERISA; and (iv) no Borrower nor any ERISA Affiliate has incurred any liability to the PBGC which remains outstanding other than the payment of premiums, and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could premium payments which have become due which are unpaid. Except as would not reasonably be expected to give rise result in a Material Adverse Effect, (i) Schedule S to the most recent annual report filed with the IRS with respect to each Benefit Plan and furnished to the Administrative Agent is complete and accurate; and (ii) except as identified on Schedule 6.01-P, since the date of each such Schedule S, there has been no adverse change in the funding status or financial condition of the Benefit Plan relating to such Schedule S. Except as would not reasonably be expected to result in a Material Adverse Effect, (i) no Borrower nor any ERISA Affiliate has (a) failed to make a required contribution or payment to a Multiemployer Plan; (b) made a complete or partial withdrawal under Sections 4203 or 4205 of ERISA from a Multiemployer Plan or (c) failed to make a required installment or any other required payment under Section 430 of the Internal Revenue Code on or before the due date for such installment or other payment; and (ii) no Benefit Plan has failed to satisfy the requirements of under Section 401(a)(29) of the Internal Revenue Code. Except as would not reasonably be expected to result in a Material Adverse Effect, except as disclosed on Schedule 6.01-P, no Borrower nor any Borrower Subsidiary has, by reason of the transactions contemplated hereby, any obligation to make any payment to any employee pursuant to any Plan or existing contract or arrangement. Each Borrower has given to the Administrative Agent copies of all of the following: each Benefit Plan and related trust agreement (including all amendments to such suitPlan and trust) in existence or committed to as of the date hereof and in respect of which any Borrower or any ERISA Affiliate is currently an “employer” as defined in section 3(5) of ERISA, action and the most recent actuarial report, determination letter issued by the IRS and Form 5500 filed in respect of each such Benefit Plan in existence; a listing of all of the Multiemployer Plans currently contributed to by any Borrower or other litigation. All any ERISA Affiliate with the aggregate amount of the most recent annual contributions to Plans that were required to be made under such Plans have been made, by the Borrowers and all benefits accrued ERISA Affiliates to each such Multiemployer Plan, any information which has been provided to any Borrower or an ERISA Affiliate regarding withdrawal liability under any unfunded Multiemployer Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations collective bargaining agreement pursuant to which such contribution is required to be performed under all Plans. The execution, delivery made; and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" as to each employee welfare benefit plan within the meaning of Section 3(1) of ERISA which provides benefits to employees of any Borrower or any Borrower Subsidiary after termination of employment other than as required by Section 601 of ERISA, the Code with respect plan document (or, if no plan document is available, a written description of the benefits provided under such plan), the actuarial report for such plan (if any), the aggregate amount of the most recent annual payments made to, or on behalf of, terminated employees under each such plan, and any information about funding to any Plan. As used in this Agreement:provide for such welfare benefits.

ERISA Matters. All Plans maintained by the Company or any of its Subsidiaries and ERISA Affiliates are listed (i) Except as specifically disclosed in Schedule III.T. and copies of all documentation relating to VIII hereto, such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company Seller and each of its Subsidiaries and ERISA Affiliates are in compliance in all material respects with all the applicable provisions of ERISA applicable and the regulations and published interpretations thereunder with respect to it. each Plan of such Seller or any of its ERISA Affiliates, except for such noncompliance which could not reasonably be expected to result in a Material Adverse Effect with respect to such Seller. (ii) No Reportable Event has occurred, been waived or exists occurred as to which the Company such Seller or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, other than reports for which the 30-day notice requirement is waived, reports that have been filed and reports the failure of which to file would not reasonably be expected to result in a Material Adverse Effect with respect to such Seller. (iii) Except as specifically disclosed in Schedule VIII hereto, as of the Effective Date, the present value of all benefit liabilities under each Pension Plan of such Seller or any of its ERISA Affiliates (on an ongoing basis and based on those assumptions used to fund such PlansPlan) listed in Schedule III.T. did not, as of the most recent annual last valuation date report applicable thereto, exceed the value of the assets of such Pension Plan. None , except to the extent that such excess would not have a Material Adverse Effect with respect to such Seller. (iv) Neither such Seller nor any of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, incurred any Withdrawal Liability with respect to any Multi-employer Plan that could reasonably be expected to result in a Material Adverse Effect. None Effect with respect to such Seller. (v) Neither such Seller nor any of the Company, its Subsidiaries and ERISA Affiliates has received any notification that any Multi-employer Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such that a reorganization or termination has resulted or could reasonably be expected to result result, through increases in increases to the contributions required to be made to such Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party in a Material Adverse Effect with respect to any Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suit, action or other litigation or any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Plan and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect to any Plan. As used in this Agreement:Seller.

ERISA Matters. All Plans maintained by The Servicer shall not, and shall not permit ------------- AmeriCredit, AMTN or the Company Debtor to, (i) engage or permit any of its Subsidiaries and respective ERISA Affiliates are listed to engage in Schedule III.T. and copies of all documentation relating to such Plans any prohibited transaction (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered as defined in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) Section 4975 of the Code and Section 406 of ERISA) for which an exemption is not available or has at all times since its adoption not previously been so qualified, obtained from the U.S. Department of Labor; (ii) permit to exist any accumulated funding deficiency (as defined in Section 302(a) of ERISA and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(aSection 412(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived ) or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability funding deficiency with respect to any Multi-employer Benefit Plan other than a Multiemployer Plan; (iii) fail to make any payments to any Multiemployer Plan that could result in a Material Adverse Effect. None the Debtor, AmeriCredit, AMTN or any ERISA Affiliate of the CompanyDebtor, its Subsidiaries and ERISA Affiliates has received AmeriCredit or AMTN is required to make under the agreement relating to such Multiemployer Plan or any notification that law pertaining thereto; (iv) terminate any Multi-employer Benefit Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected so as to result in increases any liability; (v) permit to the contributions required to be made to such Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or exist any occurrence of its Subsidiaries under any reportable event described in Title IV of ERISA which represents a material risk of a liability to the Debtor, AmeriCredit, AMTN or any ERISA Affiliate of the Debtor, AmeriCredit or AMTN under ERISA or the Code; or (vi) take any action or fail to take any action which shall give rise to a lien under Section 302(f) of ERISA or cause the Internal Revenue Service to indicate its intention in writing or to file a notice of lien asserting a claim or claims pursuant to the Code with regard to any party assets of the Debtor, AmeriCredit, AMTN or any ERISA Affiliate or cause the Pension Benefit Guaranty Corporation to indicate its intention in writing to file a notice of lien asserting a claim pursuant to ERISA with respect regard to any assets of the Debtor, AmeriCredit, AMTN or any ERISA Affiliate or to terminate any Benefit Plan, or with respect to take any other Plan presently steps to terminate any Benefit Plan, if such prohibited transactions, accumulated funding deficiencies, payments, terminations, reportable events and actions or heretofore maintained inactions occurring within any fiscal year of the Debtor, AmeriCredit and AMTN, in the aggregate, involve a payment of money or contributed to an incurrence of liability by the Debtor, AmeriCredit, AMTN or any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B Affiliate of the Code Debtor, AmeriCredit or civil liability under section 502(i) or (l) AMTN, in an amount in excess of ERISA. No suit, action or other litigation or any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Plan and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect to any Plan. As used in this Agreement:$10,000.

ERISA Matters. All (a) With respect to each of the Employee Benefit Plans maintained by and to the Company or any knowledge of its Subsidiaries the Loan Parties each of the Multiemployer Plans each Employee Benefit Plan and ERISA Affiliates are listed in Schedule III.T. and copies of all documentation relating to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each each Multiemployer Plan has at all times complied with and been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are is in compliance in all material respects with all provisions of applicable laws including ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used IRC except for such non-compliances as could not reasonably be expected to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None No Loan Party nor any ERISA Affiliate has been notified by the sponsor of the Company, its Subsidiaries and ERISA Affiliates has received any notification a Multiemployer Plan that any Multi-employer such Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, ; and no Multi-employer Loan Party nor any ERISA Affiliate has any material unpaid liability for any Employee Benefit Plan or Multiemployer Plan. Schedule II separately identifies as of the date hereof (1)all Plans all Multiemployer Plans and all Employee Benefit Plans and (2) all material consulting agreements executive employment agreements executive compensation plans deferred compensation agreements employee stock purchase and stock option plans and severance plans of each Loan Party. (b) Each Plan that is intended to be a qualified plan under Section 401(1) of the IRC has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is reasonably expected qualified under Section 40 l(1) of the IRC and the trust related thereto has been determined by the Internal Revenue Service to be in reorganization exempt from federal income tax under Section 501 (1) of the IRC or termination where an application for such reorganization a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Parent each Borrower and each ERISA Affiliate nothing has occurred that would prevent or termination cause the loss of such tax-qualified status. Except to the extent set forth on Schedule II no Loan Party or ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal as of the date hereof from any Multiemployer Plan. (c) No ERISA Event has resulted occurred and none of the Parent the Borrowers and the ERISA Affiliates is aware of any fact event or circumstance that could reasonably be expected to constitute or result in increases an ERISA Event with respect to any Plan. The Parent the Borrowers and each ERISA Affiliate have met all applicable requirements under the Pension Funding Rules with respect to each Plan and no waiver under the Pension Funding Rules has been applied for or obtained. As of the most recent valuation date for each Plan the funding target attainment percentage (as defined in Section 430(d)(2) of the IRC) is 60% or higher and none of the Parent the Borrowers and the ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage of any such Plan to drop below 60% as of the most recent valuation date. None of the Parent the Borrowers and the ERISA Affiliates has incurred any liability to the contributions required PBGC other than for the payment of premiums and there are no premiums that have become due that are unpaid. None of the Parent the Borrowers and the ERISA Affiliates has engaged in a transaction that could be subject to be made to such Plan Section 4069 or otherwiseSection 4212(c) of ERISA. No direct, contingent or secondary liability Plan has been incurred terminated by the administrator thereof or is by the PBGC and no event or circumstance has occurred or exists that could reasonably be expected to be incurred by cause the Company or any of its Subsidiaries PBGC to institute proceedings under Title IV of ERISA to any party with respect to terminate any Plan, . \39109424 (d) There are no pending actions claims or with respect to any other Plan presently lawsuits that have been asserted or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor instituted against any of its Subsidiaries and ERISA Affiliates has incurred the Employee Benefit Plans the assets of any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability trusts under section 502(i) or (l) of ERISA. No suit, action or other litigation such plans the plan sponsor the plan administrator or any fiduciary of any such plan (other claim which could reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activitiesthan routine benefit claims) has been brought or, and to the knowledge of the Company, threatened against or with respect to any Plan each Loan Party and all ERISA Affiliates there are no facts which could form the basis for any such action claim or circumstances known lawsuit. There are no investigations or audits by any Governmental Entity of any of the Employee Benefit Plans any trusts under such plans the plan sponsor the plan administrator or any fiduciary of any such plan that have been instituted or threatened and to the Company or any knowledge of its Subsidiaries or each Loan Party and all ERISA Affiliates there are no facts that could reasonably be expected to give rise to form the basis for any such suit, action investigation or other litigation. All contributions audit. (e) None of the Parent the Borrowers and the ERISA Affiliates maintains or contributes to Plans that were required or has any unsatisfied obligation to be made under such Plans have been made, and all benefits accrued contribute to or liability under any unfunded Plan have been paid, accrued active or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect to any terminated Plan. As used in this Agreement:.

ERISA Matters. All Plans maintained by the Company or any of Company, its Subsidiaries and ERISA Affiliates are listed in Schedule III.T. and copies of all documentation relating to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section Section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section Section 501(a) of the Code. The Company and each of Company, its Subsidiaries and its ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to which the Company Company, its Subsidiaries or any of its Subsidiaries and ERISA Affiliates Affiliate was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and or ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None of the Company, its Subsidiaries and or ERISA Affiliates has received any notification that any Multi-employer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be made to such Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party with respect to any Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of Company, its Subsidiaries and Subsidiaries, or ERISA Affiliates Affiliate has incurred any liability for any tax imposed under sections section 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suit, action or other litigation or (excluding claims for benefits incurred in the ordinary course of plan activities and any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of Company, its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activitiesAffiliates) has been brought or, to the knowledge of the Company, threatened against or with respect to any Plan and there are no facts or circumstances known to the Company or any of Company, its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the CompanyCompany and its Subsidiaries, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect to any Plan. As used in For purposes of this AgreementSection III.T.:

ERISA Matters. All Plans (as such term is hereinafter defined) maintained by the Company or any of its Subsidiaries and ERISA Affiliates (as such term is hereinafter defined) are listed in Schedule SCHEDULE III.T. and copies of all documentation relating to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS (as such term is hereinafter defined) determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA (as such term is hereinafter defined) and the CodeCode (as such term is hereinafter defined), and each Plan intended to qualify under section Section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan Plan has at all times since its adoption been tax-exempt under section Section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event (as such term is hereinafter defined) has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (as such term is hereinafter defined) (based on those assumptions used to fund such Pension Plans) listed in Schedule SCHEDULE III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability (as such term is hereinafter defined) with respect to any Multi-employer Plan (as such term is hereinafter defined) that could result in a Material Adverse Effect. None of the Company, its Subsidiaries and ERISA Affiliates has received any notification that any Multi-employer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be made to such Multi- employer Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party with respect to any Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections Sections 4971 through 4980B of the Code or civil liability under section Section 502(i) or (l) of ERISA. No suit, action or other litigation or any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Plan and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule SCHEDULE III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transactionPROHIBITED TRANSACTION" within the meaning of ERISA or the Code with respect to any Plan. As used in this Agreement:

ERISA Matters. All Plans maintained by The Company and all "Employee Benefit Plans" described in Section 3(3) of the Company or Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that cover any of its Subsidiaries and ERISA Affiliates or their employees (which Employee Benefit Plans are listed in Schedule III.T. and copies of all documentation relating to such Plans (includingon the Disclosure Schedule), but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in compliance comply in all material respects with all provisions applicable laws, requirements and orders under ERISA and the Internal Revenue Code of ERISA applicable to it. No Reportable Event has occurred1986, been waived as amended (the "Code"), the breach or exists violation of which would have a material adverse effect on the Company, taken as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and whole; the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None of the Company, its Subsidiaries and ERISA Affiliates has received any notification that any Multi-employer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be made to such Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any each of its Subsidiaries under Employee Benefit Plans that it is subject to Title IV of ERISA to any party with respect to any Plan, equals or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suit, action or other litigation or any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, exceeds to the knowledge of the Company, threatened against or Company the present value of all of the benefits accrued under each such Employee Benefit Plan as of the end of most recent plan year with respect to any Plan and there are no facts or circumstances known such plan ending prior to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suitdate hereof, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and calculated on the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation basis of the transactions contemplated hereby and thereby (including, without limitation, actuarial assumptions used in the offer, issue and sale by the Company, and the purchase by the Buyer, last actuarial evaluation for each such plan; none of the Preferred Shares, employees of the Conversion Shares, Company is covered by a collective bargaining agreement; the Warrants, Company has never contributed to a "multi-employer plan" as defined in Section 3(37) of ERISA; neither the Warrant Shares and Dividend Shares) will not involve Employee Benefit Plans nor any fiduciary or administrator thereof has engaged in a "prohibited transaction" within the meaning as defined in Section 406 of ERISA or or, where applicable, Section 4975 of the Code with respect for which no exemption is applicable, that may have any Material Adverse Effect on the Company, taken as a whole, nor to the knowledge of the Company have there been any Plan. As used "reportable events" as defined in this Agreement:Section 4043 of ERISA for which the thirty-day notice has not been waived.

ERISA Matters. All Plans maintained by the Company Neither Borrower nor any ERISA Affiliate maintains or contributes to any of its Subsidiaries and ERISA Affiliates are Benefit Plan, Multiemployer Plan or Foreign Pension Plan other than those listed in on Schedule III.T. and copies of all documentation relating to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer6.01-P attached hereto. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan which is intended to qualify be qualified under section Section 401(a) of the Internal Revenue Code as currently in effect either (i) has at all times since its adoption been received a favorable determination letter from the IRS that the Plan is so qualified, and each trust which forms a part qualified or (ii) an application for determination of any such plan has at all times since its adoption been tax-exempt qualified status will be made to the IRS prior to the end of the applicable remedial amendment period under section 501(aSection 401(a) of the CodeInternal Revenue Code as currently in effect, and Borrower or an ERISA Affiliate shall diligently seek to obtain a determination letter with respect to such application. The Company and each Except as identified on Schedule 6.01-P, no Credit Party Entity maintains or contributes to any employee welfare benefit plan within the meaning of its Subsidiaries and Section 3(1) of ERISA Affiliates are which provides benefits to employees after termination of employment other than as required by Section 601 of ERISA. Each Credit Party Entity is in compliance in all material respects with the responsibilities, obligations and duties imposed on it by ERISA and the Internal Revenue Code with respect to all provisions Plans. No Benefit Plan has incurred any accumulated funding deficiency (as defined in Sections 302(a)(2) of ERISA applicable and 412(a) of the Internal Revenue Code) whether or not waived. Neither Borrower nor any ERISA Affiliate nor any fiduciary of any Plan which is not a Multiemployer Plan (i) has engaged in a nonexempt prohibited transaction described in Sections 406 of ERISA or 4975 of the Internal Revenue Code or (ii) has taken or failed to ittake any action which would constitute or result in a Termination Event. No Reportable Event Neither Borrower nor any ERISA Affiliate has occurredany potential liability under Sections 4063, 4064, 4069, 4204 or 4212(c) of ERISA. Neither Borrower nor any ERISA Affiliate has incurred any liability to the PBGC which remains outstanding other than the payment of premiums, and there are no premium payments which have become due which are unpaid. Schedule B to the most recent annual report filed with the IRS with respect to each Benefit Plan and furnished to the Administrative Agent is complete and accurate. Except as identified on Schedule 6.01-P, since the date of each such Schedule B, there has been waived no material adverse change in the funding status or exists as financial condition of the Benefit Plan relating to which the Company such Schedule B. Neither Borrower nor any ERISA Affiliate has (i) failed to make a required contribution or payment to a Multiemployer Plan or (ii) made a complete or partial withdrawal under Sections 4203 or 4205 of ERISA from a Multiemployer Plan. Neither Borrower nor any ERISA Affiliate has failed to make a required installment or any other required payment under Section 412 of its Subsidiaries and the Internal Revenue Code on or before the due date for such installment or other payment. Neither Borrower nor any ERISA Affiliates was Affiliate is required to file provide security to a report with Benefit Plan under Section 401(a)(29) of the PBGCInternal Revenue Code due to a Benefit Plan amendment that results in an increase in current liability for the plan year. Except as disclosed on Credit Agreement Schedule 6.01-P, no Credit Party Entity has, by reason of the transactions contemplated hereby, any obligation to make any payment to any employee pursuant to any Plan or existing contract or arrangement. Borrower has given to the Administrative Agent copies of all of the following: each Benefit Plan and related trust agreement (including all amendments to such Plan and trust) in existence or committed to as of the Closing Date and in respect of which Borrower or any ERISA Affiliate is currently an “employer” as defined in Section 3(5) of ERISA, and the present value most recent actuarial report, determination letter issued by the IRS and Form 5500 filed in respect of each such Benefit Plan in existence; a listing of all liabilities under each Pension Plan (based on those assumptions used of the Multiemployer Plans currently contributed to fund such Plans) listed in Schedule III.T. did not, as by Borrower or any ERISA Affiliate with the aggregate amount of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None of the Company, its Subsidiaries and ERISA Affiliates has received any notification that any Multi-employer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be made by Borrower and all ERISA Affiliates to each such Plan or otherwise. No directMultiemployer Plan, contingent or secondary liability any information which has been incurred provided to Borrower or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of an ERISA to any party with respect to any Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil Affiliate regarding withdrawal liability under section 502(i) or (l) of ERISA. No suit, action or other litigation or any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Multiemployer Plan and there are no facts or circumstances known the collective bargaining agreement pursuant to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any which such suit, action or other litigation. All contributions to Plans that were contribution is required to be made under such Plans have been made, ; and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have to each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" employee welfare benefit plan within the meaning of Section 3(1) of ERISA which provides benefits to employees of any Credit Party Entity after termination of employment other than as required by Section 601 of ERISA, the plan document (or, if no plan document is available, a written description of the benefits provided under such plan), the actuarial report for such plan (if any), the aggregate amount of the most recent annual payments made to, or the Code with respect on behalf of, terminated employees under each such plan, and any information about funding to any Plan. As used in this Agreement:provide for such welfare benefits.

ERISA Matters. All Plans maintained by the Company No Borrower nor any ERISA Affiliate maintains or contributes to any of its Subsidiaries and ERISA Affiliates are Benefit Plan, Multiemployer Plan or Foreign Pension Plan other than those listed in Schedule III.T. and copies of all documentation relating to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyeron SCHEDULE 6.01-P attached hereto. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan which is intended to qualify be qualified under section Section 401(a) of the Internal Revenue Code as currently in effect either (i) has at all times since its adoption been received a favorable determination letter from the IRS that the Plan is so qualified, and each trust which forms a part qualified or (ii) an application for determination of any such plan has at all times since its adoption been tax-exempt qualified status will be made to the IRS prior to the end of the applicable remedial amendment period under section 501(aSection 401(a) of the CodeInternal Revenue Code as currently in effect, and a Borrower or an ERISA Affiliate shall diligently seek to obtain a determination letter with respect to such application. The Company Except as identified on SCHEDULE 6.01-P, no Borrower nor any Borrower Subsidiary maintains or contributes to any employee welfare benefit plan within the meaning of Section 3(1) of ERISA which provides benefits to employees after termination of employment other than as required by Section 601 of ERISA. Each Borrower and each of its Subsidiaries and ERISA Affiliates are Borrower Subsidiary is in compliance in all material respects with the responsibilities, obligations and duties imposed on it by ERISA and the Internal Revenue Code with respect to all provisions Plans. No Benefit Plan has incurred any accumulated funding deficiency (as defined in Sections 302(a)(2) of ERISA applicable to itand 412(a) of the Internal Revenue Code) whether or not waived. No Reportable Event Borrower nor any ERISA Affiliate nor any fiduciary of any Plan which is not a Multiemployer Plan (i) has occurredengaged in a nonexempt prohibited transaction described in Sections 406 of ERISA or 4975 of the Internal Revenue Code or (ii) has taken or failed to take any action which would constitute or result in a Termination Event. No Borrower nor any ERISA Affiliate has any potential liability under Sections 4063, 4064, 4069, 4204 or 4212(c) of ERISA. No Borrower nor any ERISA Affiliate has incurred any liability to the PBGC which remains outstanding other than the payment of premiums, and there are no premium payments which have become due which are unpaid. Schedule B to the most recent annual report filed with the IRS with respect to each Benefit Plan and furnished to the Administrative Agent is complete and accurate. Except as identified on SCHEDULE 6.01-P, since the date of each such Schedule B, there has been waived no material adverse change in the funding status or exists as financial condition of the Benefit Plan relating to which the Company such Schedule B. No Borrower nor any ERISA Affiliate has (i) failed to make a required contribution or payment to a Multiemployer Plan or (ii) made a complete or partial withdrawal under Sections 4203 or 4205 of ERISA from a Multiemployer Plan. No Borrower nor any ERISA Affiliate has failed to make a required installment or any other required payment under Section 412 of its Subsidiaries and the Internal Revenue Code on or before the due date for such installment or other payment. No Borrower nor any ERISA Affiliates was Affiliate is required to file provide security to a report with Benefit Plan under Section 401(a)(29) of the PBGCInternal Revenue Code due to a Benefit Plan amendment that results in an increase in current liability for the plan year. Except as disclosed on SCHEDULE 6.01-P, no Borrower nor any Borrower Subsidiary has, by reason of the transactions contemplated hereby, any obligation to make any payment to any employee pursuant to any Plan or existing contract or arrangement. Each Borrower has given to the Administrative Agent copies of all of the following: each Benefit Plan and related trust agreement (including all amendments to such Plan and trust) in existence or committed to as of the Closing Date and in respect of which any Borrower or any ERISA Affiliate is currently an "employer" as defined in section 3(5) of ERISA, and the present value most recent actuarial report, determination letter issued by the IRS and Form 5500 filed in respect of each such Benefit Plan in existence; a listing of all liabilities under each Pension Plan (based on those assumptions used of the Multiemployer Plans currently contributed to fund such Plans) listed in Schedule III.T. did not, as by any Borrower or any ERISA Affiliate with the aggregate amount of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None of the Company, its Subsidiaries and ERISA Affiliates has received any notification that any Multi-employer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be made by the Borrowers and all ERISA Affiliates to each such Plan or otherwise. No directMultiemployer Plan, contingent or secondary liability any information which has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA provided to any party with respect to any Plan, Borrower or with respect to any other Plan presently or heretofore maintained or contributed to by any an ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil Affiliate regarding withdrawal liability under section 502(i) or (l) of ERISA. No suit, action or other litigation or any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Multiemployer Plan and there are no facts or circumstances known the collective bargaining agreement pursuant to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any which such suit, action or other litigation. All contributions to Plans that were contribution is required to be made under such Plans have been made, ; and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have to each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" employee welfare benefit plan within the meaning of Section 3(1) of ERISA which provides benefits to employees of any Borrower or any Borrower Subsidiary after termination of employment other than as required by Section 601 of ERISA, the Code with respect plan document (or, if no plan document is available, a written description of the benefits provided under such plan), the actuarial report for such plan (if any), the aggregate amount of the most recent annual payments made to, or on behalf of, terminated employees under each such plan, and any information about funding to any Plan. As used in this Agreement:provide for such welfare benefits.

ERISA Matters. All Plans maintained by the Company No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan of any Loan Party or any of its Subsidiaries and ERISA Affiliates are listed that has resulted in Schedule III.T. and copies of all documentation relating or is reasonably likely to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None Neither any Loan Party nor any of the Company, its Subsidiaries and ERISA Affiliates has received incurred or is reasonably expected to incur any notification Withdrawal Liability to any Multiemployer Plan that would reasonably be expected to have a Material Adverse Effect. Neither any Multi-employer Loan Party nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan of any Loan Party or any of its ERISA Affiliates that such Multiemployer Plan is in reorganization or has been terminated terminated, within the meaning of Title IV of ERISA, and to the knowledge of Fresh Produce no Multi-employer such Multiemployer Plan is reasonably expected to be in reorganization or termination where such to be terminated, within the meaning of Title IV of ERISA, in either case which reorganization or termination has resulted or could would reasonably be expected to result in increases have a Material Adverse Effect. With respect to each scheme or arrangement mandated by a government other than the contributions required to be made to such Plan United States providing for post-employment benefits (a “Foreign Government Scheme or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party Arrangement”) and with respect to any Plan, or with respect to any other Plan presently or heretofore each employee benefit plan maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suit, action or other litigation Loan Party or any other claim which could reasonably be expected Subsidiary of any Loan Party that is not subject to result in United States law providing for post-employment benefits (a “Foreign Plan”): (i) All material liability employer and employee contributions required by law or expense to by the Company terms of any Foreign Government Scheme or Arrangement or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Foreign Plan and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paidor, accrued or otherwise adequately reserved if applicable, accrued, in accordance with GAAPapplicable generally accepted accounting principles; (ii) The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the date hereof, with respect to all of which accruals under unfunded Plans are as disclosed current and former participants in Schedule III.T.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 the Companyliability of each Loan Party and each Subsidiary of a Loan Party with respect to a Foreign Plan is reflected in accordance with applicable generally accepted accounting principles on the financial statements of such Loan Party or such Subsidiary, its Subsidiaries as the case may be; and ERISA Affiliates have each performed all material obligations (iii) Each Foreign Plan required to be performed under all Plans. The executionregistered has been registered and has been maintained in good standing with applicable regulatory authorities, delivery and performance of this Agreement and the other Documents and the consummation unless, in each of the transactions contemplated hereby and thereby (including, without limitationforegoing cases, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will failure to do so would not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect be reasonably likely to any Plan. As used in this Agreement:have a Material Adverse Effect.

ERISA Matters. All Plans maintained by (a) With respect to each of the Company or any of its Subsidiaries and ERISA Affiliates are listed in Schedule III.T. and copies of all documentation relating to such Plans (including, but not limited to, copies of written Employee Benefit Plans, written descriptions and, to the knowledge of oral the Borrower, each of the Multiemployer Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications each Employee Benefit Plan and IRS determination letters) have been delivered to or made available for review by the Buyer. Each each Multiemployer Plan has at all times complied with and been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are is in compliance in all material respects with all provisions of applicable laws including ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value Code. Neither the Borrower nor any ERISA Affiliate has been notified by the sponsor of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer a Multiemployer Plan that could result in a Material Adverse Effect. None of the Company, its Subsidiaries and ERISA Affiliates has received any notification that any Multi-employer such Multiemployer Plan is in reorganization or has been terminated terminated, within the meaning of Title IV of ERISA; and neither the Borrower nor any ERISA Affiliate has any material unpaid liability under the Code or ERISA with respect to any Employee Benefit Plan or Multiemployer Plan. Schedule II separately identifies as of the date hereof (1) all Plans, all Multiemployer Plans and all Employee Benefit Plans and (2) all material consulting agreements, executive employment agreements, executive compensation plans, deferred compensation agreements, employee stock purchase and stock option plans and severance plans of the Borrower. (b) Except as set forth on Schedule II, neither the Borrower nor any ERISA Affiliate sponsors, contributes to, or is obligated to contribute to, or otherwise has any liability with respect to a Plan subject to Title IV or ERISA or a Multiemployer Plan. (c) No ERISA Event has occurred, and no Multi-employer Plan neither the Borrower nor any ERISA Affiliate is reasonably expected to be in reorganization aware of any fact, event, or termination where such reorganization or termination has resulted or circumstance that could reasonably be expected to constitute or result in increases an ERISA Event with respect to any Plan. Neither the Borrower nor any ERISA Affiliate has incurred any liability to the contributions required PBGC other than for the payment of premiums, and there are no premiums that have become due that are unpaid. Neither the Borrower or any ERISA Affiliate has engaged in a transaction that could be subject to be made to such Plan Section 4069 or otherwiseSection 4212(c) of ERISA. No direct, contingent or secondary liability Plan has been incurred terminated by the administrator thereof or is by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to be incurred by cause the Company or any of its Subsidiaries PBGC to institute proceedings under Title IV of ERISA to any party with respect to terminate any Plan. (d) There are no pending actions, claims or with respect to any other Plan presently lawsuits that have been asserted or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor instituted against any of its Subsidiaries and ERISA Affiliates has incurred the Employee Benefit Plans, the assets of any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability trusts under section 502(i) or (l) of ERISA. No suitsuch plans, action or other litigation the plan sponsor, the plan administrator or any fiduciary of any such plan (other claim which could reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought orthan routine benefit claims), and, to the knowledge of the CompanyBorrower and all ERISA Affiliates, threatened against or with respect to any Plan and there are no facts which could form the basis for any such action, claim or circumstances known lawsuit. There are no investigations or audits by any Governmental Entity of any of the Employee Benefit Plans, any trusts under such plans, the plan sponsor, the plan administrator or any fiduciary of any such plan that have been instituted or threatened, and, to the Company or any knowledge of its Subsidiaries or the Borrower and all ERISA Affiliates Affiliates, there are no facts that could reasonably be expected to give rise to form the basis for any such suitinvestigation or audit. (e) Neither Borrower nor any ERISA Affiliate maintains or contributes to, action or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Plan, other litigation. All contributions than (1) on the Closing Date those listed on Schedule II hereto and (2) thereafter Plans not otherwise prohibited by this Agreement. (f) The Borrower is in compliance with its minimum funding obligations with respect to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded the Defined Benefit Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale pension funding policy adopted by the CompanyBorrower, and as determined based on the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Sharesactuarially determined contribution amount. (g) will not involve any "prohibited transaction" within the meaning of ERISA or the Code The Borrower is in compliance with its funding obligations with respect to any Plan. As used in this Agreement:the SEIU Joint Education Fund.

ERISA Matters. All Plans maintained by The Servicer shall not, and shall not permit AmeriCredit, AMTN or the Company Debtor to, (i) engage or permit any of its Subsidiaries and respective ERISA Affiliates are listed to engage in Schedule III.T. and copies of all documentation relating to such Plans any prohibited transaction (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered as defined in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) Section 4975 of the Code and Section 406 of ERISA) for which an exemption is not available or has at all times since its adoption not previously been so qualified, obtained from the U.S. Department of Labor; (ii) permit to exist any accumulated funding deficiency (as defined in Section 302(a) of ERISA and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(aSection 412(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived ) or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability funding deficiency with respect to any Multi-employer Benefit Plan other than a Multiemployer Plan; (iii) fail to make any payments to any Multiemployer Plan that could result in a Material Adverse Effect. None the Debtor, AmeriCredit, AMTN or any ERISA Affiliate of the CompanyDebtor, its Subsidiaries and ERISA Affiliates has received AmeriCredit or AMTN is required to make under the agreement relating to such Multiemployer Plan or any notification that law pertaining thereto; (iv) terminate any Multi-employer Benefit Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected so as to result in increases any liability; (v) permit to the contributions required to be made to such Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or exist any occurrence of its Subsidiaries under any reportable event described in Title IV of ERISA which represents a material risk of a liability to the Debtor, AmeriCredit, AMTN or any ERISA Affiliate of the Debtor, AmeriCredit or AMTN under ERISA or the Code; or (vi) take any action or fail to take any action which shall give rise to a lien under Section 302(f) of ERISA or cause the Internal Revenue Service to indicate its intention in writing or to file a notice of lien asserting a claim or claims pursuant to the Code with regard to any party assets of the Debtor, AmeriCredit, AMTN or any ERISA Affiliate or cause the Pension Benefit Guaranty Corporation to indicate its intention in writing to file a notice of lien asserting a claim pursuant to ERISA with respect regard to any assets of the Debtor, AmeriCredit, AMTN or any ERISA Affiliate or to terminate any Benefit Plan, or with respect to take any other Plan presently steps to terminate any Benefit Plan, if such prohibited transactions, accumulated funding deficiencies, payments, terminations, reportable events and actions or heretofore maintained inactions occurring within any fiscal year of the Debtor, AmeriCredit and AMTN, in the aggregate, involve a payment of money or contributed to an incurrence of liability by the Debtor, AmeriCredit, AMTN or any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B Affiliate of the Code Debtor, AmeriCredit or civil liability under section 502(i) or (l) AMTN, in an amount in excess of ERISA. No suit, action or other litigation or any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Plan and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect to any Plan. As used in this Agreement:$10,000.

ERISA Matters. All Plans maintained by the Company or any of its Subsidiaries and ERISA Affiliates are listed in Schedule III.T. III.R and copies of all documentation relating to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Except as indicated in Schedule III.R, each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. III.R did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None of the Company, its Subsidiaries and ERISA Affiliates has received any notification that any Multi-employer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be made to such Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party with respect to any Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suit, action or other litigation or any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Plan and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T.III.R, and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred SharesNotes, the Conversion Shares, the Warrants, the Warrant Preferred Shares and Dividend the Conversion Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect to any Plan. As used in this Agreement:

ERISA Matters. All Neither the Company nor any ERISA Affiliate maintains or contributes to any Plan and its related trust, if applicable, other than those listed on Schedule 6.01P hereto. Each Plan and its related trust, if applicable, which is intended to be qualified under Sections 401(a) and 501(a) of the Internal Revenue Code as currently in effect received a favorable determination letter from the IRS as to its qualified status, or such a letter will be applied for with the IRS for the Plan and its related trust on or before December 31, 1994. Except as disclosed in Schedule 6.01P, neither Company nor any ERISA Affiliate knows of any reason why such Plans maintained or trusts are no longer qualified or exempt following such determination by the IRS. Except as disclosed in Schedule 6.01P, neither the Company nor any of its Subsidiaries maintains or contributes to any employee welfare benefit plan within the meaning of Section 3(l) of ERISA which provides benefits to employees after termination of employment other than as required by Section 601 of ERISA. Except as disclosed in Schedule 6.01P the Company and all of its ERISA Affiliates are in compliance with the responsibilities, obligations or duties imposed on them by ERISA, the Internal Revenue Code and regulations promulgated thereunder with respect to all Plans, except where the failure to so comply individually or in the aggregate would have or is reasonably likely to have a Material Adverse Effect. No Benefit Plan has incurred any accumulated funding deficiency (as defined in Sections 302(a)(2) of ERISA and 412(a) of the Internal Revenue Code) whether or not waived. Except as disclosed in Schedule 6.01P, neither the Company nor any ERISA Affiliate nor any fiduciary of any Plan which is not a Multiemployer Plan (i) has engaged in a nonexempt prohibited transaction described in Sections 406 of ERISA or 4975 of the Internal Revenue Code, which prohibited transaction has had or is reasonably likely to have a Material Adverse Effect or (ii) has taken or failed to take any action which would constitute or result in a Termination Event. Neither the Company nor any ERISA Affiliate has any liability under Sections 4063, 4064, 4069, 4204 or 4212(c) of ERISA with respect to a Benefit Plan. Neither the Company nor any ERISA Affiliate has incurred any liability to the PBGC which remains outstanding other than the payment of premiums, and there are no premium payments which have become due which are unpaid. Schedule B to the most recent annual report filed with the IRS with respect to each Benefit Plan and furnished to the Administrative Agent is complete and accurate in all material respects. Since the date of each such Schedule B, there has been no material adverse change in the funding status or financial condition of the Benefit Plan relating to such Schedule B. Neither the Company nor any ERISA Affiliate has (i) failed to make a required contribution or payment to a Multiemployer Plan or (ii) made a complete or partial withdrawal under Sections 4203 or 4205 of ERISA from a Multiemployer Plan. Neither the Company nor any ERISA Affiliate has failed to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or other payment. Neither the Company nor any ERISA Affiliate is required to provide security to a Benefit Plan under Section 401(a)(29) of the Internal Revenue Code due to a Plan amendment that results in an increase in current liability for the plan year. The Company has made available to the Administrative Agent copies of all of the following: each Benefit Plan and related trust agreement (including all amendments to such Plan and trust) in existence, or for which the Company or any ERISA Affiliate has taken any corporate action to authorize the adoption thereof, as of the Effective Date and in respect of which the Company or any ERISA Affiliate is currently an "employer" as defined in section 3(5) of ERISA, and the most recent summary plan description, actuarial report, determination letter issued by the IRS and Form 5500 filed in respect of each such Benefit Plan in existence; a listing of all of the Multiemployer Plans currently contributed to by the Company or any ERISA Affiliate with the aggregate amount of the most recent annual contributions required to be made by the Company and all ERISA Affiliates to each such Multiemployer Plan, any information which has been provided to the Company or an ERISA Affiliate regarding withdrawal liability under any Multiemployer Plan and the collective bargaining agreement pursuant to which such contribution is required to be made; each employee welfare benefit plan within the meaning of Section 3(l) of ERISA which provides benefits to employees of the Company or any of its Subsidiaries and ERISA Affiliates are listed in Schedule III.T. and copies after termination of all documentation relating to such Plans (includingemployment other than as required by Section 601 of ERISA, but not limited to, copies of written Plans, written descriptions of oral Plans, the most recent summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available description for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms such plan and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as aggregate amount of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None of the Company, its Subsidiaries and ERISA Affiliates has received any notification that any Multi-employer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be payments made to terminated employees under each such Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party with respect to any Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suit, action or other litigation or any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Plan and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect to any Plan. As used in this Agreement:plan.

ERISA Matters. All Plans maintained by the Company (a) No Obligor or ERISA Affiliate has incurred or could be reasonably expected to incur any of its Subsidiaries and ERISA Affiliates are listed in Schedule III.T. and copies of all documentation relating to such Plans (including, but not limited material liability to, copies or on account of, a Multiemployer Plan as a result of written Plansa violation of Section 515 of ERISA or pursuant to Section 4201, written descriptions 4204 or 4212(c) of oral PlansERISA. (b) Except as would not reasonably be expected to have a Material Adverse Effect, summary plan descriptions, trust agreementseach Employee Plan complies in form and operation with ERISA, the three most recent annual returnsInternal Revenue Code and all other applicable laws and regulations. (c) Except as would not reasonably be expected to have a Material Adverse Effect, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Employee Plan intended to qualify be qualified under section Section 401(a) of the Internal Revenue Code has at all times since its adoption been determined by the IRS to be so qualified. (d) Except as would not reasonably be expected to have a Material Adverse Effect, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under the “benefit liabilities” (within the meaning of Section 4001(a)(16) of ERISA) of each Pension Employee Plan subject to Title IV of ERISA (based on those using the actuarial assumptions and methods used by the actuary to fund such Plans) listed that Employee Plan in Schedule III.T. did not, as of the its most recent annual valuation date applicable thereto, of that Employee Plan) does not materially exceed the fair market value of the assets of each such Pension Employee Plan. None . (e) There is no litigation, arbitration, administrative proceeding or claim pending or (to the best of the Company, its Subsidiaries each Obligor and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None of the Company, its Subsidiaries Affiliates’ knowledge and ERISA Affiliates has received any notification that any Multi-employer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be made to such Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party with respect to any Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(ibelief) or (l) of ERISA. No suit, action or other litigation or any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Employee Plan (other than routine claims for benefits) which is not frivolous and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that which has or, if adversely determined, could reasonably be expected to give rise have a Material Adverse Effect. (f) Except as would not reasonably be expected to have a Material Adverse Effect, no employee benefit plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Obligors, any of their Subsidiaries or any of their respective ERISA Affiliates. (g) Except as would not reasonably be expected to have a Material Adverse Effect, each Obligor and each ERISA Affiliate has made all material contributions to each Employee Plan and Multiemployer Plan required by law within the applicable time limits prescribed by law, the terms of that plan and any contract or agreement requiring contributions to that plan. (h) Except as would not reasonably be expected to have a Material Adverse Effect, no Obligor or ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA, or ceased making contributions to any such suit, action or other litigation. All contributions Employee Plan subject to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend SharesSection 4064(a) will not involve any "prohibited transaction" within the meaning of ERISA to which it made contributions. (i) Except as would not reasonably be expected to have a Material Adverse Effect, no Obligor or ERISA Affiliate has incurred any liability to the Code with respect PBGC, other than for routine payment of premiums. (j) Except as would not reasonably be expected to any Plan. As used in this Agreement:have a Material Adverse Effect, no ERISA Event has occurred or is reasonably likely to occur.

ERISA Matters. All Plans maintained by the Company or any of Company, its Subsidiaries and ERISA Affiliates are listed in Schedule III.T. and copies of all documentation relating to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section Section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section Section 501(a) of the Code. The Company and each of Company, its Subsidiaries and its ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to which the Company Company, its Subsidiaries or any of its Subsidiaries and ERISA Affiliates Affiliate was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and or ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None of the Company, its Subsidiaries and or ERISA Affiliates has received any notification that any Multi-employer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be made to such Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party with respect to any Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of Company, its Subsidiaries and Subsidiaries, or ERISA Affiliates Affiliate has incurred any liability for any tax imposed under sections section 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suit, action or other litigation or (excluding claims for benefits incurred in the ordinary course of plan activities and any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of Company, its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activitiesAffiliates) has been brought or, to the knowledge of the Company, threatened against or with respect to any Plan and there are no facts or circumstances known to the Company or any of Company, its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAPgenerally accepted accounting principles, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect to any Plan. As used in this Agreement:The

ERISA Matters. All Plans maintained by the Company (a) Neither Borrower nor any Related Party maintains or any of its Subsidiaries and ERISA Affiliates are listed in Schedule III.T. and copies of all documentation relating to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered contributes to or made available for review by has any obligation to any Person (including current and former employees) under any Plan other than those listed on Exhibit 8.08 hereto. No Plan listed on Exhibit 8.08 is a Multiemployer Plan or a Pension Benefit Plan subject to Section 412 of the BuyerCode or Title IV of ERISA. Each Plan has at all times All of Borrower Plans have been maintained and administered by the Borrower and/or Related Parties in all material respects in accordance compliance with its terms and the requirements of applicable lawERISA, including ERISA and the Code, and the Uniformed Services Employment and Reemployment Rights Act, to the extent applicable. Neither Borrower nor any Related Party has failed to make any contribution or pay any amounts due and owing as required by the terms of any Borrower Plan which would have a material adverse effect on the Borrower. (b) Except as disclosed on Exhibit 8.08 hereto, each Pension Benefit Plan listed on Exhibit 8.08 (and all amendments thereto) that is intended to qualify under section 401(a401 of the Code has been determined by the IRS to so qualify and the trusts created thereunder (and all amendments thereto) have been determined by the IRS to be exempt from tax under the provisions of section 501 of the Code, and to the knowledge of Borrower or any Related Parties, nothing has occurred which would cause the loss of such qualification or the imposition of any material liability or penalty under the Code. Each Pension Benefit Plan listed on Exhibit 8.08 (and any amendment thereto) that is intended to qualify under section 401 of the Code which has not been determined by the IRS to qualify under section 401 of the Code and the trusts created thereunder (and any amendment thereto) which have not been determined to be exempt from tax under section 501 of the Code, have been, or will be submitted to the IRS for such determination before the expiration of the time period established in section 401(b) of the Code has at and the regulations promulgated thereunder. (c) Except as disclosed on Exhibit 8.08, all times since its adoption been so qualifiedWelfare Benefit Plans listed on Exhibit 8.08 are fully insured, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None of the Company, its Subsidiaries and ERISA Affiliates has received any notification that any Multi-employer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions premium payments required to be made to date under such Plan or otherwise. No direct, contingent or secondary liability has Welfare Benefit Plans have been incurred or is expected to be incurred made by the Company Borrower and/or Related Parties on a timely basis. The Borrower and/or Related Parties have in all material respects complied with the health care continuation requirements under Sections 4980B and/or 162(k) of the Code and any proposed or final regulations promulgated thereunder. (d) The Borrower and/or Related Parties do not, to the knowledge of Borrower or any Related Party, participate in any Plan in which a “disqualified person” or “party in interest” with respect to any Plan have engaged in a “prohibited transaction” (as such terms are defined in section 4975 of its Subsidiaries the Code and Title I of ERISA) which would subject Borrower or any Related Party (after giving effect to any exemption) to a tax on prohibited transactions imposed by section 4975 of the Code or to any other liability under Title I of ERISA. (e) No Pension Benefit Plan subject to Title IV of ERISA to or any party with respect to trust created under any Plan, or with respect to any other such Plan presently or heretofore which has been maintained or contributed to by Borrower or any Related Party at any time since the effective date of ERISA Affiliatehas been terminated, except as set forth in Exhibit 8.08. Neither Any such termination has received approval from the Company nor any of its Subsidiaries IRS and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B the Pension Benefit Guaranty Corporation (“PBGC”). To the knowledge of the Code Borrower, there are no circumstances pursuant to which the Borrower or civil any Related Party has or may incur any material liability under section 502(i) Sections 4062, 4063 or (l) 4064 of ERISA. No suit. (f) There are no actions, action suits, investigations or other litigation or any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought proceedings, pending or, to the knowledge of the CompanyBorrower or any Related Parties threatened against, threatened or affecting any Borrower Plan, the assets of any Borrower Plan or any Borrower Plan fiduciary, at law or in equity, by or before any court or governmental department, agency or instrumentality that could result in any material liability to Borrower or any Related Party, and Borrower and Related Parties are not aware of any basis for any such action, suit, investigation, or proceeding. There are presently no outstanding judgments, decrees or orders of any court or any government or administrative agency against or with respect to affecting any Borrower Plan, the assets of any Borrower Plan and there are no facts or circumstances known to the Company or any of its Subsidiaries Borrower Plan fiduciary that will or ERISA Affiliates that could reasonably be expected result in any material liability to give rise to any such suit, action Borrower or other litigation. All contributions to Plans that were required to be made under such Plans have been made, a Related Party. (g) The execution and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and Agreement, the other Loan Documents and the consummation of the transactions contemplated hereby and thereby (includingthereby, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "transaction which will be prohibited transaction" within the meaning by Section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975 of the Code with respect to Code. (h) Neither Borrower nor any Plan. As used in this Agreement:Related Party maintains retired life and retired health insurance plans which provide for continuing benefits or coverage for any participant or any beneficiary of a participant after such participant’s termination of employment.

ERISA Matters. All Plans maintained by the Company No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan of any Loan Party or any of its Subsidiaries and ERISA Affiliates are listed that has resulted in Schedule III.T. and copies of all documentation relating or is reasonably likely to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None Neither any Loan Party nor any of the Company, its Subsidiaries and ERISA Affiliates has received incurred or is reasonably expected to incur any notification Withdrawal Liability to any Multiemployer Plan that would reasonably be expected to have a Material Adverse Effect. Neither any Multi-employer Loan Party nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan of any Loan Party or any of its ERISA Affiliates that such Multiemployer Plan is in reorganization or has been terminated terminated, within the meaning of Title IV of ERISA, and to the knowledge of Fresh Produce no Multi-employer such Multiemployer Plan is reasonably expected to be in reorganization or termination where such to be terminated, within the meaning of Title IV of ERISA, in either case which reorganization or termination has resulted or could would reasonably be expected to result in increases have a Material Adverse Effect. With respect to each scheme or arrangement mandated by a government other than the contributions required to be made to such Plan United States providing for post-employment benefits (a "Foreign Government Scheme or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party Arrangement") and with respect to any Plan, or with respect to any other Plan presently or heretofore each employee benefit plan maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suit, action or other litigation Loan Party or any other claim which could reasonably be expected Subsidiary of any Loan Party that is not subject to result in United States law providing for post-employment benefits (a "Foreign Plan"): (i) All material liability employer and employee contributions required by law or expense to by the Company terms of any Foreign Government Scheme or Arrangement or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Foreign Plan and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paidor, accrued or otherwise adequately reserved if applicable, accrued, in accordance with GAAPapplicable generally accepted accounting principles; (ii) The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the date hereof, with respect to all of which accruals under unfunded Plans are as disclosed current and former participants in Schedule III.T.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 the Companyliability of each Loan Party and each Subsidiary of a Loan Party with respect to a Foreign Plan is reflected in accordance with applicable generally accepted accounting principles on the financial statements of such Loan Party or such Subsidiary, its Subsidiaries as the case may be; and ERISA Affiliates have each performed all material obligations (iii) Each Foreign Plan required to be performed under all Plans. The executionregistered has been registered and has been maintained in good standing with applicable regulatory authorities, delivery and performance of this Agreement and the other Documents and the consummation unless, in each of the transactions contemplated hereby and thereby (including, without limitationforegoing cases, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will failure to do so would not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect be reasonably likely to any Plan. As used in this Agreement:have a Material Adverse Effect.

ERISA Matters. All Plans maintained by Neither a Reportable Event nor an "accumulated funding deficiency" (within the Company meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any of its Subsidiaries and ERISA Affiliates are listed in Schedule III.T. and copies of all documentation relating to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the CodePlan, and each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in compliance complied in all material respects with all the applicable provisions of ERISA applicable and the Code; provided, however, that the provisions of this sentence shall be to itthe best of Borrower's knowledge with respect to any Multiemployer Plan administered by a Person other than Borrower or any ERISA Affiliate. No Reportable Event termination of a Single Employer Plan has occurred, been waived and no Lien in favor of the PBGC or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGCPlan has arisen, and the during such five-year period. The present value of all liabilities accrued benefits under each Pension Single Employer Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent last annual valuation date applicable theretoprior to the date on which this representation is made or deemed made, exceed the value of the assets of such Pension PlanPlan allocable to such accrued benefits by a material amount. None of Except to the Company, its Subsidiaries and ERISA Affiliates extent that the same has incurred, not had or could not reasonably expects be expected to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in have a Material Adverse Effect. None of the Company, its Subsidiaries and ERISA Affiliates neither Borrower nor any Commonly Controlled Entity has received had a complete or partial withdrawal from any notification Multiemployer Plan that any Multi-employer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases a liability under ERISA, and neither Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the contributions required to be valuation date most closely preceding the date on which this representation is made to such Plan or otherwisedeemed made. No direct, contingent such Multiemployer Plan is in Reorganization or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party with respect to any Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA AffiliateInsolvent. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i#489771 v4 - SEAENA Credit Agreement (V5) or (l) of ERISA. No suit, action or other litigation or any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Plan and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect to any Plan. As used in this Agreement:24

ERISA Matters. All Plans maintained by the Company No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan of any Loan Party or any of its Subsidiaries and ERISA Affiliates are listed that has resulted in Schedule III.T. and copies of all documentation relating or would reasonably be expected to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) that any Loan Party or any of its ERISA Affiliates is required to file for any Plan, copies of which have been filed with the CompanyIRS, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no change in such funding status that would reasonably be expected to result in a Material Adverse Effect. Neither any Loan Party nor any of its Subsidiaries and ERISA Affiliates has received incurred or is reasonably expected to incur any notification Withdrawal Liability to any Multiemployer Plan that would reasonably be expected to result in a Material Adverse Effect. Neither any Multi-employer Loan Party nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan of any Loan Party or any of its ERISA Affiliates that such Multiemployer Plan is in reorganization or has been terminated terminated, within the meaning of Title IV of ERISA, and to the knowledge of AGCO no Multi-employer such Multiemployer Plan is reasonably expected to be in reorganization or termination where such to be terminated, within the meaning of Title IV of ERISA, in either case which reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be made to such Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party with respect to any Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suit, action or other litigation or any other claim which could would reasonably be expected to result in a material liability Material Adverse Effect. With respect to each scheme or expense to arrangement mandated by a government other than the Company United States providing for post- employment benefits (a "Foreign Government Scheme or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activitiesArrangement") has been brought or, to the knowledge of the Company, threatened against or 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 providing for post-employment benefits (a "Foreign Plan"): (i) all material 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; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the Agreement Date, with respect to all current and there are no facts or circumstances known former participants in such Foreign Plan according to the Company actuarial assumptions and valuations most recently used to account for such obligations, in accordance with applicable generally accepted accounting principles, and the liability of each Loan Party and each Subsidiary of a Loan Party with respect to a Foreign Plan is reflected in accordance with normal accounting practices on the financial statements of such Loan Party or any of its Subsidiaries or ERISA Affiliates that could such Subsidiary, as the case may be; and (iii) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities unless, in each case, the failure to do so would not be reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved result in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect to any Plan. As used in this Agreement:a Material Adverse Effect.

ERISA Matters. All Plans maintained by the Company No Borrower nor any ERISA Affiliate maintains or contributes to any of its Subsidiaries and ERISA Affiliates are Benefit Plan, Multiemployer Plan or Foreign Pension Plan other than those listed in on Schedule III.T. and copies of all documentation relating to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer6.01-P attached hereto. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan which is intended to qualify be qualified under section Section 401(a) of the Internal Revenue Code as currently in effect either (i) has at all times since its adoption been received a favorable determination letter from the IRS that the Plan is so qualified, and each trust which forms a part qualified or (ii) an application for determination of any such plan has at all times since its adoption been tax-exempt qualified status will be made to the IRS prior to the end of the applicable remedial amendment period under section 501(aSection 401(a) of the CodeInternal Revenue Code as currently in effect, and a Borrower or an ERISA Affiliate shall diligently seek to obtain a determination letter with respect to such application. The Company Except as identified on Schedule 6.01-P, no Borrower nor any Borrower Subsidiary maintains or contributes to any employee welfare benefit plan within the meaning of Section 3(1) of ERISA which provides benefits to employees after termination of employment other than as required by Section 601 of ERISA. Each Borrower and each of its Subsidiaries and ERISA Affiliates are Borrower Subsidiary is in compliance in all material respects with the responsibilities, obligations and duties imposed on it by ERISA and the Internal Revenue Code with respect to all provisions Plans. No Benefit Plan has incurred any accumulated funding deficiency (as defined in Sections 302(a)(2) of ERISA applicable to itand 412(a) of the Internal Revenue Code) whether or not waived. No Reportable Event Borrower nor any ERISA Affiliate nor any fiduciary of any Plan which is not a Multiemployer Plan (i) has occurredengaged in a nonexempt prohibited transaction described in Sections 406 of ERISA or 4975 of the Internal Revenue Code or (ii) has taken or failed to take any action which would constitute or result in a Termination Event. No Borrower nor any ERISA Affiliate has any potential liability under Sections 4063, 4064, 4069, 4204 or 4212(c) of ERISA. No Borrower nor any ERISA Affiliate has incurred any liability to the PBGC which remains outstanding other than the payment of premiums, and there are no premium payments which have become due which are unpaid. Schedule B to the most recent annual report filed with the IRS with respect to each Benefit Plan and furnished to the Administrative Agent is complete and accurate. Except as identified on Schedule 6.01-P, since the date of each such Schedule B, there has been waived no material adverse change in the funding status or exists as financial condition of the Benefit Plan relating to which the Company such Schedule B. No Borrower nor any ERISA Affiliate has (i) failed to make a required contribution or payment to a Multiemployer Plan or (ii) made a complete or partial withdrawal under Sections 4203 or 4205 of ERISA from a Multiemployer Plan. No Borrower nor any ERISA Affiliate has failed to make a required installment or any other required payment under Section 412 of its Subsidiaries and the Internal Revenue Code on or before the due date for such installment or other payment. No Borrower nor any ERISA Affiliates was Affiliate is required to file provide security to a report with Benefit Plan under Section 401(a)(29) of the PBGCInternal Revenue Code due to a Benefit Plan amendment that results in an increase in current liability for the plan year. Except as disclosed on Schedule 6.01-P, no Borrower nor any Borrower Subsidiary has, by reason of the transactions contemplated hereby, any obligation to make any payment to any employee pursuant to any Plan or existing contract or arrangement. Each Borrower has given to the Administrative Agent copies of all of the following: each Benefit Plan and related trust agreement (including all amendments to such Plan and trust) in existence or committed to as of the Closing Date and in respect of which any Borrower or any ERISA Affiliate is currently an “employer” as defined in section 3(5) of ERISA, and the present value most recent actuarial report, determination letter issued by the IRS and Form 5500 filed in respect of each such Benefit Plan in existence; a listing of all liabilities under each Pension Plan (based on those assumptions used of the Multiemployer Plans currently contributed to fund such Plans) listed in Schedule III.T. did not, as by any Borrower or any ERISA Affiliate with the aggregate amount of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None of the Company, its Subsidiaries and ERISA Affiliates has received any notification that any Multi-employer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be made by the Borrowers and all ERISA Affiliates to each such Plan or otherwise. No directMultiemployer Plan, contingent or secondary liability any information which has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA provided to any party with respect to any Plan, Borrower or with respect to any other Plan presently or heretofore maintained or contributed to by any an ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil Affiliate regarding withdrawal liability under section 502(i) or (l) of ERISA. No suit, action or other litigation or any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Multiemployer Plan and there are no facts or circumstances known the collective bargaining agreement pursuant to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any which such suit, action or other litigation. All contributions to Plans that were contribution is required to be made under such Plans have been made, ; and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have to each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" employee welfare benefit plan within the meaning of Section 3(1) of ERISA which provides benefits to employees of any Borrower or any Borrower Subsidiary after termination of employment other than as required by Section 601 of ERISA, the Code with respect plan document (or, if no plan document is available, a written description of the benefits provided under such plan), the actuarial report for such plan (if any), the aggregate amount of the most recent annual payments made to, or on behalf of, terminated employees under each such plan, and any information about funding to any Plan. As used in this Agreement:provide for such welfare benefits.

ERISA Matters. All Plans maintained No Defined Benefit Plan has or will have as of the most recent plan year any "accumulated funding deficiency", as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Internal Revenue Code, whether or not waived. Each Benefit Plan has been administered in substantial compliance with ERISA, and each Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code has been administered in substantial compliance with such section. Neither the Company, any Subsidiary of the Company nor any ERISA Affiliate has any liability to the PBGC other than the payment of premiums, and there are no premium payments which have become due which are unpaid. Neither the Company, any Subsidiary of the Company, nor any ERISA Affiliate has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Benefit Plan resulting or which will result in an obligation of the Company, any such Subsidiary or any ERISA Affiliate to pay money which payment has or will have a Material Adverse Effect. Except as disclosed on Schedule 5.01(u), neither the Company, any Subsidiary of the Company, any ERISA Affiliate, nor any fiduciary of or any trustee to any Benefit Plan has engaged in a nonexempt "prohibited transaction" described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code, or taken any action which would constitute or result in a Termination Event, with respect to any Benefit Plan which prohibited transaction or Termination Event has caused or would in the future cause a Material Adverse Effect. No Defined Benefit Plan has been terminated by the plan administrator thereof or by the PBGC for which there is any liability of the Company or any Subsidiary of the Company or any ERISA Affiliate for unfunded accrued benefits in excess of $5,000,000. Full payment has been made of all contributions which the Company, any of its Subsidiaries or any ERISA Affiliate is required under the terms of any Multiemployer Plan or applicable collective bargaining agreement to have paid as a contribution to any Multiemployer Plan, except that this representation and warranty shall not apply to any such contributions which at any one time are in the aggregate less than $3,000,000 and are being reasonably contested by either the Company, its Subsidiaries or its ERISA Affiliates are listed in Schedule III.T. and copies Affiliates. Full payment has been made of all documentation relating to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to withdrawal liability which the Company or any of its Subsidiaries and or any ERISA Affiliates was Affiliate is required under the terms of any Multiemployer Plan to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect have paid to any Multi-employer Plan that could result in a Material Adverse Effect. None of the Company, its Subsidiaries and ERISA Affiliates has received any notification that any Multi-employer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be made to such Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party with respect to any Multiemployer Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suit, action or other litigation or any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Plan and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect to any Plan. As used in this Agreement:.

ERISA Matters. All Plans (as such term is hereinafter defined) maintained by the Company or any of its Subsidiaries and ERISA Affiliates (as such term is hereinafter defined) are listed in Schedule III.T. and copies of --------------- all documentation relating to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS (as such term is hereinafter defined) determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA (as such term is hereinafter defined) and the CodeCode (as such term is hereinafter defined), and each Plan intended to qualify under section 401(aSection 401 (a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan Plan has at all times since its adoption been tax-exempt under section Section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event (as such term is hereinafter defined) has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (as such term is hereinafter defined) (based on those assumptions used to fund such Pension Plans) listed in Schedule III.T. did not, as of the most recent annual --------------- valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability (as such term is hereinafter defined) with respect to any Multi-employer Plan (as such term is hereinafter defined) that could result in a Material Adverse Effect. None of the Company, its Subsidiaries and ERISA Affiliates has received any notification that any Multi-employer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be made to such Multi-employer Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party with respect to any Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections Sections 4971 through 4980B of the Code or civil liability under section Section 502(i) or (l) of ERISA. No suit, action or other litigation or any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Plan and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA --------------- Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred SharesDebenture, the Conversion Shares, the WarrantsWarrant, the Warrant Shares and Dividend Interest Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect to any Plan. As used in this Agreement:

ERISA Matters. All Plans maintained by (i) During the Company five-year period prior to the date on which this representation is made or any of its Subsidiaries and deemed made: (A) no ERISA Affiliates are listed in Schedule III.T. and copies of all documentation relating to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived and, to the best knowledge of the Credit Parties, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to which occur, with respect to any Plan; (B) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Company IRC, whether or not waived, has occurred with respect to any of Plan; (C) each Plan has been maintained, operated, and funded in compliance with its Subsidiaries own terms and ERISA Affiliates was required to file a report in material compliance with the PBGCprovisions of ERISA, the IRC, and any other applicable federal or state laws, except to the extent any noncompliance could not reasonably be expected to have a Material Adverse Effect; and (D) no Lien in favor of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (ii) The actuarial present value of all liabilities "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did notSingle Employer Plan, as of the most recent last annual valuation date applicable theretoprior to the date on which this representation is made or deemed made (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Pension Plan. None . (iii) No member of the Company, its Subsidiaries and Consolidated Group nor any ERISA Affiliates Affiliate has incurred, or or, to the best knowledge of the Credit Parties, could be reasonably expects expected to incur, any Withdrawal Liability with respect withdrawal liability under ERISA to any Multi-employer Multiemployer Plan that or Multiple Employer Plan, except to the except to the extent any such withdrawal liability could result in not reasonably be expected to have a Material Adverse Effect. None No member of the Company, its Subsidiaries Consolidated Group nor any ERISA Affiliate would become subject to any withdrawal liability under ERISA if any member of the Consolidated Group or any ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No member of the Consolidated Group nor any ERISA Affiliates Affiliate has received any notification that any Multi-employer Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multi-employer Multiemployer Plan is is, to the best knowledge of the Credit Parties, reasonably expected to be in reorganization reorganization, insolvent, or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases to terminated. (iv) To the contributions required to be made to such Plan or otherwise. No directbest knowledge of the Credit Parties, contingent or secondary liability has been incurred or is expected to be incurred by no prohibited transaction (within the Company or any meaning of its Subsidiaries under Title IV Section 406 of ERISA to any party or Section 4975 of the IRC) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any Planmember of the Consolidated Group or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the IRC, or under any agreement or other instrument pursuant to which any member of the Consolidated Group or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (v) No member of the Consolidated Group nor any ERISA Affiliates has any liability with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suit, action or other litigation or any other claim which could reasonably be "expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Plan and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transactionpost-retirement benefit obligations" within the meaning of the Financial Accounting Standards Board Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA or and Section 4980B of the Code with respect IRC apply has been administered in compliance in all material respects of such sections, except to the extent any Plan. As used in this Agreement:noncompliance could not reasonably be expected to have a Material Adverse Effect.

ERISA Matters. All Plans maintained by the Company or any of Company, its Material Subsidiaries and ERISA Affiliates are listed in Schedule III.T. and copies of all documentation relating to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section Section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section Section 501(a) of the Code. The Company and each of Company, its Material Subsidiaries and its ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to which the Company Company, its Material Subsidiaries or any of its Subsidiaries and ERISA Affiliates Affiliate was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Material Subsidiaries and or ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None of the Company, its Material Subsidiaries and or ERISA Affiliates has received any notification that any Multi-employer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be made to such Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Material Subsidiaries under Title IV of ERISA to any party with respect to any Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of Company, its Subsidiaries and Material Subsidiaries, or ERISA Affiliates Affiliate has incurred any liability for any tax imposed under sections section 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suit, action or other litigation or (excluding claims for benefits incurred in the ordinary course of plan activities and any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of Company, its Material Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activitiesAffiliates) has been brought or, to the knowledge of the Company, threatened against or with respect to any Plan and there are no facts or circumstances known to the Company or any of Company, its Material Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAPgenerally accepted accounting principles, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Material Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement Agreement, the Note, the Warrants and the other Documents Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the CompanyCompany and its Material Subsidiaries, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect to any Plan. As used in For purposes of this AgreementSection III.T.:

ERISA Matters. All Plans maintained by Neither the Company Borrower nor any ERISA Affiliate maintains or contributes to any of its Subsidiaries and ERISA Affiliates are listed in Schedule III.T. and copies of all documentation relating to such Plans (includingBenefit Plan, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to Multiemployer Plan or made available for review by the BuyerNon-US Pension Plan. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan which is intended to qualify be qualified under section Section 401(a) of the Internal Revenue Code as currently in effect either (a) has at all times since its adoption been received a favourable determination letter from the IRS that the Plan is so qualified, and each trust which forms a part qualified or (b) an application for determination of any such plan has at all times since its adoption been tax-exempt qualified status will be made to the IRS prior to the end of the applicable remedial amendment period under section 501(aSection 401(a) of the CodeInternal Revenue Code as currently in effect, and the Borrower or an ERISA Affiliate shall use commercially reasonable efforts to obtain promptly a determination letter with respect to such application. The Company and each No Restricted Group Member maintains or contributes to any employee welfare benefit plan within the meaning of its Subsidiaries and Section 3(1) of ERISA Affiliates are which provides benefits to employees after termination of employment other than as required by Section 601 of ERISA. Each Restricted Group Member is in compliance in all material respects with all provisions of the responsibilities, obligations and duties imposed on it by ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability Internal Revenue Code with respect to all Plans. No Benefit Plan has incurred any Multi-employer Plan that could result accumulated funding deficiency (as defined in a Material Adverse Effect. None Sections 302(a)(2) of ERISA and 412(a) of the Company, its Subsidiaries and ERISA Affiliates has received any notification that any Multi-employer Plan is in reorganization Internal Revenue Code) whether or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be made to such Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party with respect to any Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliatenot waived. Neither the Company Borrower nor any ERISA Affiliate (i) has engaged in a non-exempt prohibited transaction described in Sections 406 of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B or 4975 of the Internal Revenue Code or civil liability under section 502(i(ii) has taken or (l) of ERISA. No suit, failed to take any action or other litigation or any other claim which could reasonably be expected to constitute or result in a material Termination Event. Neither the Borrower nor any ERISA Affiliate has incurred any potential liability under Sections 4063, 4064, 4069, 4204 or expense 4212(c) of ERISA. Neither the Borrower nor any ERISA Affiliate has incurred any liability to the Company or any PBGC which remains outstanding other than the payment of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought orpremiums, to the knowledge of the Company, threatened against or with respect to any Plan and there are no facts or circumstances known premium payments which have become due which are unpaid. Schedule B to the Company most recent annual report filed with the IRS with respect to each Benefit Plan and furnished to the Agent is complete and accurate. Since the date of each such Schedule B, there has been no material adverse change in the funding status or financial condition of the Benefit Plan relating to such Schedule B. Neither the Borrower nor any ERISA Affiliate has (x) failed to make a required contribution or payment to a Multiemployer Plan or (y) made a complete or partial withdrawal under Sections 4203 or 4205 of ERISA from a Multiemployer Plan. Neither the Borrower nor any ERISA Affiliate has failed to make a required instalment or any other required payment under Section 412 of its Subsidiaries the Internal Revenue Code on or before the due date for such instalment or other payment. Neither the Borrower nor any ERISA Affiliates Affiliate is required to provide security to a Benefit Plan under Section 401(a)(29) of the Internal Revenue Code due to a Benefit Plan amendment that could reasonably be expected results in an increase in current liability for the plan year. No Restricted Group Member has, by reason of the transactions contemplated hereby, any obligation to give rise make any payment to any employee pursuant to any Plan or existing contract or arrangement. The Borrower has given to the Agent copies of all of the following: each Benefit Plan and related trust agreement (including all amendments to such suitPlan and trust) in existence as of the date hereof and in respect of which the Borrower or any ERISA Affiliate is currently an "employer" as defined in Section 3(5) of ERISA, action and the most recent actuarial report, determination letter issued by the IRS and Form 5500 filed in respect of each such Benefit Plan in existence; a listing of all of the Multiemployer Plans currently contributed to by the Borrower or other litigation. All any ERISA Affiliate with the aggregate amount of the most recent annual contributions to Plans that were required to be made under such Plans have been made, by the Borrower and all benefits accrued ERISA Affiliates to each such Multiemployer Plan, any information which has been provided to the Borrower or an ERISA Affiliate regarding withdrawal liability under any unfunded Multiemployer Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations collective bargaining agreement pursuant to which such contribution is required to be performed under all Plans. The execution, delivery made; and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" as to each employee welfare benefit plan within the meaning of Section 3(1) of ERISA which provides benefits to employees of any Restricted Group Member after termination of employment other than as required by Section 601 of ERISA, the plan document (or, if no plan document is available, a written description of the benefits provided under such plan), the actuarial report for such plan (if any), the aggregate amount of the most recent annual payments made to, or the Code with respect on behalf of, terminated employees under each such plan, and any information about funding to any Plan. As used in this Agreement:provide for such welfare benefits.

ERISA Matters. All Plans (a) Schedule 4.11(i) hereto lists each Plan maintained or contributed to by the Company Borrower or any ERISA Affiliate, or to which the Borrower or any ERISA Affiliate has any liability, potential liability, or obligation to contribute. (b) With respect to each Plan that any of its Subsidiaries and the Borrower or any ERISA Affiliates are listed in Schedule III.T. and copies Affiliate maintains, to which any of all documentation relating them contributes or has any obligation to such Plans (includingcontribute, but not limited to, copies or with respect to which any of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to them has any liability or made available for review by the Buyer. potential liability: Each Plan (and each related trust, insurance contract, or fund) of the Borrower or any ERISA Affiliate has at all times been maintained maintained, funded and administered in all material respects in accordance with its the terms of such Plan and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part terms of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company applicable collective bargaining agreement and each of its Subsidiaries complies in form and ERISA Affiliates are in compliance operation in all material respects with the applicable requirements of ERISA, the Code, and other applicable laws. No "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred with respect to any Plan, and no Lien has arisen with respect to any Plan under Section 412 of the Code or Section 302 of ERISA. Each Plan that is intended to meet the requirements of a "qualified plan" under Code 'SS' 401(a) has received a current determination letter from the Internal Revenue Service that such Plan is so qualified, such Plan has been amended to include all provisions amendments for which the remedial amendment period has expired and nothing has occurred since the date of such determination letter that could reasonably be expected to adversely affect the qualified status of any such Plan. Except as set forth on Schedule 4.11(ii) hereto, the market value of assets under each Plan of the Borrower or any ERISA Affiliate that is an Employee Pension Benefit Plan within the meaning of Section 3(2) of ERISA applicable to it. No Reportable Event has occurred, been waived (other than any Multiemployer Plan) equals or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and exceeds the present value of all vested and unvested liabilities under each Pension Plan (based on those assumptions thereunder determined in accordance with factors used to fund such Plans) listed in Schedule III.T. did not, as of preparing the most recent annual valuation date applicable theretoactuarial report. Neither the Borrower nor any ERISA Affiliate contributes to, exceed sponsors, or has withdrawn from, or has any liability or potential liability to any Multiemployer Plan, and neither the value Borrower nor any ERISA Affiliate has been the subject of a Reportable Event. Neither the assets of such Pension Plan. None of the Company, its Subsidiaries and Borrower nor any ERISA Affiliates Affiliate has incurred, or reasonably expects to incur, any Withdrawal Liability liability to the PBGC (other than with respect to PBGC premium payments not yet due) or otherwise under Title IV of ERISA (including any withdrawal liability as defined in ERISA 'SS' 4201 or liability under Section 4062(e) or 4069) or under the Code with respect to any Multi-employer defined benefit pension plan (including any Plan that could result in a Material Adverse Effect. None of the Company, its Subsidiaries and ERISA Affiliates has received or any notification that any Multi-employer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISAother plan), and no Multi-employer Lien on any assets of the Borrower or any ERISA Affiliate in favor of the PBGC has arisen during the last five years. All contributions and PBGC premium payments have been timely made and there are no contributions or premium payments that are past due and owing. No amendment to such Plan has been adopted that would require the provision of security to such plan pursuant to Section 307 of ERISA. Nothing has occurred or is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or occur that could reasonably be expected to result in increases the termination of, or the appointment of a trustee to administer such Plan. Neither the contributions required to be made to such Plan or otherwise. No direct, contingent or secondary liability Borrower nor any ERISA Affiliate has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV engaged in a "prohibited transaction," as defined in Section 406 of ERISA to any party and Section 4975 of the Code, in connection with respect to any Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suit, action or other litigation or any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Plan and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise subject the Borrower or any ERISA Affiliate to a material tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Code. (c) Except as set forth on Schedule 4.11(iii) hereto, neither the Borrower nor any such suitERISA Affiliate maintains, action contributes to or has obligation to contribute to, or has any liability or potential liability with respect to, current or future retired or terminated directors, officers or employees of the Borrower or any ERISA Affiliate (or any spouse of other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved dependent thereof) other than in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect to any Plan. As used in this Agreement:COBRA.

ERISA Matters. All Plans maintained by the Company or any of its Subsidiaries and ERISA Affiliates are listed in Schedule III.T. and copies of all documentation relating to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Except as set forth in Schedule III.T.A., each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Except as set forth in Schedule III.T.A., the Company and each of its Subsidiaries and ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None of the Company, its Subsidiaries and ERISA Affiliates has received any notification that any Multi-employer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be made to such Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party with respect to any Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suit, action or other litigation or any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Plan and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and and, except as set forth in Schedule III.T.A., the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect to any Plan. As used in this Agreement:

ERISA Matters. All Except as reflected in the Commission Filings, all Plans maintained by the Company or any of its Subsidiaries and ERISA Affiliates are listed in Schedule III.T. III.R. and copies of all documentation relating to such Plans (including, but not limited to, to the extent applicable, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each except for any failures to so maintain or administer a Plan that would not, individually or in the Aggregate, reasonably be expected to result in a Material Adverse Effect. Each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualifiedreceived a favorable determination letter or opinion letter from the Internal Revenue Service, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt or is within the remedial amendment period under section 501(aSection 401(b) of the Code. The Company Code for submitting an application for any such determination letter, and each nothing has occurred that would reasonably be expected to adversely affect any such determination letter or opinion letter, since the date thereof, or the refusal of its Subsidiaries and ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable the Internal Revenue Service to itissue any such determination letter. No Reportable Event has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the PBGC that would reasonably be expected to result in a Material Adverse Effect. The present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. III.R. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension PlanPlan by an amount that would reasonably be expected to result in a Material Adverse Effect. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could would reasonably be expected to result in a Material Adverse Effect. None of the Company, its Subsidiaries and ERISA Affiliates has received any notification that any Multi-employer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could would reasonably be expected to result in increases to the contributions required to be made to such Plan or otherwiseby an amount that would reasonably be expected to result in a Material Adverse Effect. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party with respect to any Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISAERISA that would, individually or in the aggregate reasonably be expected to result in a Material Adverse Effect. No suit, action or other litigation or any other claim which could would reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates Material Adverse Effect (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Plan and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made prior to the date hereof under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect to any Plan. III.R. As used in this Agreement:

ERISA Matters. All Plans maintained by the Company No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan of any Loan Party or any of its Subsidiaries and ERISA Affiliates are listed that has resulted in Schedule III.T. and copies of all documentation relating or is reasonably likely to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) that any Loan Party or any of its ERISA Affiliates is required to file for any Plan, copies of which have been filed with the CompanyInternal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and, except as set forth on Schedule 4.1(l), since the date of such Schedule B there has been no material adverse change in such funding status. Neither any Loan Party nor any of its Subsidiaries and ERISA Affiliates has received incurred or is reasonably expected to incur any notification Withdrawal Liability to any Multiemployer Plan that would reasonably be expected to have a Material Adverse Effect. Neither any Multi-employer Loan Party nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan of any Loan Party or any of its ERISA Affiliates that such Multiemployer Plan is in reorganization or has been terminated terminated, within the meaning of Title IV of ERISA, and to the knowledge of AGCO no Multi-employer such Multiemployer Plan is reasonably expected to be in reorganization or termination where such to be terminated, within the meaning of Title IV of ERISA, in either case which reorganization or termination has resulted or could would reasonably be expected to result in increases have a Material Adverse Effect. With respect to each scheme or arrangement mandated by a government other than the contributions required to be made to such Plan United States providing for post-employment benefits (a "Foreign Government Scheme or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party Arrangement") and with respect to any Plan, or with respect to any other Plan presently or heretofore each employee benefit plan maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suit, action or other litigation Loan Party or any other claim which could reasonably be expected Subsidiary of any Loan Party that is not subject to result in United States law providing for post-employment benefits (a "Foreign Plan"): (i) All material liability employer and employee contributions required by law or expense to by the Company terms of any Foreign Government Scheme or Arrangement or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Foreign Plan and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paidor, accrued or otherwise adequately reserved if applicable, accrued, in accordance with GAAPnormal accounting practices; (ii) The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the Agreement Date, with respect to all of which accruals under unfunded Plans are as disclosed current and former participants in Schedule III.T.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 the Companyliability of each Loan Party and each Subsidiary of a Loan Party with respect to a Foreign Plan is reflected in accordance with normal accounting practices on the financial statements of such Loan Party or such Subsidiary, its Subsidiaries as the case may be; and ERISA Affiliates have each performed all material obligations (iii) Each Foreign Plan required to be performed under all Plans. The executionregistered has been registered and has been maintained in good standing with applicable regulatory authorities unless, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitationin each case, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will failure to do so would not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect be reasonably likely to any Plan. As used in this Agreement:have a Material Adverse Effect.

ERISA Matters. All Plans maintained by the Company No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan of any Loan Party or any of its Subsidiaries and ERISA Affiliates are listed that has resulted in Schedule III.T. and copies of all documentation relating or is reasonably likely to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) that any Loan Party or any of its ERISA Affiliates is required to file for any Plan, copies of which have been filed with the CompanyInternal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and, except as set forth on Schedule 4.1(l), since the date of such Schedule B there has been no material adverse change in such funding status. Neither any Loan Party nor any of its Subsidiaries and ERISA Affiliates has received incurred or is reasonably expected to incur any notification Withdrawal Liability to any Multiemployer Plan that would reasonably be expected to have a Material Adverse Effect. Neither any Multi-employer Loan Party nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan of any Loan Party or any of its ERISA Affiliates that such Multiemployer Plan is in reorganization or has been terminated terminated, within the meaning of Title IV of ERISA, and to the knowledge of AGCO no Multi-employer such Multiemployer Plan is reasonably expected to be in reorganization or termination where such to be terminated, within the meaning of Title IV of ERISA, in either case which reorganization or termination has resulted or could would reasonably be expected to result in increases have a Material Adverse Effect. With respect to each scheme or arrangement mandated by a government other than the contributions required to be made to such Plan United States providing for post-employment benefits (a “Foreign Government Scheme or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party Arrangement”) and with respect to any Plan, or with respect to any other Plan presently or heretofore each employee benefit plan maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suit, action or other litigation Loan Party or any other claim which could reasonably be expected Subsidiary of any Loan Party that is not subject to result in United States law providing for post-employment benefits (a “Foreign Plan”): (i) All material liability employer and employee contributions required by law or expense to by the Company terms of any Foreign Government Scheme or Arrangement or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Foreign Plan and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paidor, accrued or otherwise adequately reserved if applicable, accrued, in accordance with GAAPnormal accounting practices; (ii) The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the Agreement Date, with respect to all of which accruals under unfunded Plans are as disclosed current and former participants in Schedule III.T.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 the Companyliability of each Loan Party and each Subsidiary of a Loan Party with respect to a Foreign Plan is reflected in accordance with normal accounting practices on the financial statements of such Loan Party or such Subsidiary, its Subsidiaries as the case may be; and ERISA Affiliates have each performed all material obligations (iii) Each Foreign Plan required to be performed under all Plans. The executionregistered has been registered and has been maintained in good standing with applicable regulatory authorities unless, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitationin each case, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will failure to do so would not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect be reasonably likely to any Plan. As used in this Agreement:have a Material Adverse Effect.

ERISA Matters. All Plans maintained by the Company No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan of any Loan Party or any of its Subsidiaries and ERISA Affiliates are listed that has resulted in Schedule III.T. and copies of all documentation relating or is reasonably likely to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) that any Loan Party or any of its ERISA Affiliates is required to file for any Plan, copies of which have been filed with the CompanyInternal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and, except as set forth on Schedule 4.1(i), since the date of such Schedule B there has been no material adverse change in such funding status. Neither any Loan Party nor any of its Subsidiaries and ERISA Affiliates has received incurred or is reasonably expected to incur any notification Withdrawal Liability to any Multiemployer Plan that would reasonably be expected to have a Material Adverse Effect. Neither any Multi-employer Loan Party nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan of any Loan Party or any of its ERISA Affiliates that such Multiemployer Plan is in reorganization or has been terminated terminated, within the meaning of Title IV of ERISA, and to the knowledge of AGCO no Multi-employer such Multiemployer Plan is reasonably expected to be in reorganization or termination where such to be terminated, within the meaning of Title IV of ERISA, in either case which reorganization or termination has resulted or could would reasonably be expected to result in increases have a Material Adverse Effect. With respect to each scheme or arrangement mandated by a government other than the contributions required to be made to such Plan United States providing for post-employment benefits (a "Foreign Government Scheme or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party Arrangement") and with respect to any Plan, or with respect to any other Plan presently or heretofore each employee benefit plan maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suit, action or other litigation Loan Party or any other claim which could reasonably be expected Subsidiary of any Loan Party that is not subject to result in United States law providing for post-employment benefits (a "Foreign Plan"): (i) All material liability employer and employee contributions required by law or expense to by the Company terms of any Foreign Government Scheme or Arrangement or 77 any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Foreign Plan and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paidor, accrued or otherwise adequately reserved if applicable, accrued, in accordance with GAAPnormal accounting practices; (ii) The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the date hereof, with respect to all of which accruals under unfunded Plans are as disclosed current and former participants in Schedule III.T.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 the Companyliability of each Loan Party and each Subsidiary of a Loan Party with respect to a Foreign Plan is reflected in accordance with normal accounting practices on the financial statements of such Loan Party or such Subsidiary, its Subsidiaries as the case may be; and ERISA Affiliates have each performed all material obligations (iii) Each Foreign Plan required to be performed under all Plans. The executionregistered has been registered and has been maintained in good standing with applicable regulatory authorities unless, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitationin each case, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will failure to do so would not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect be reasonably likely to any Plan. As used in this Agreement:have a Material Adverse Effect.

ERISA Matters. All Plans maintained by the Company No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan of any Loan Party or any of its Subsidiaries and ERISA Affiliates are listed that has resulted in Schedule III.T. and copies of all documentation relating or is reasonably likely to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) that any Loan Party or any of its ERISA Affiliates is required to file for any Plan, copies of which have been filed with the CompanyInternal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and, except as set forth on SCHEDULE 3.11, since the date of such Schedule B there has been no material adverse change in such funding status. Neither any Loan Party nor any of its Subsidiaries and ERISA Affiliates has received incurred or is reasonably expected to incur any notification Withdrawal Liability to any Multiemployer Plan that would reasonably be expected AGCO Bridge Loan Agreement to have a Material Adverse Effect. Neither any Multi-employer Loan Party nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan of any Loan Party or any of its ERISA Affiliates that such Multiemployer Plan is in reorganization or has been terminated terminated, within the meaning of Title IV of ERISA, and to the knowledge of the Borrower no Multi-employer such Multiemployer Plan is reasonably expected to be in reorganization or termination where such to be terminated, within the meaning of Title IV of ERISA, in either case which reorganization or termination has resulted or could would reasonably be expected to result in increases have a Material Adverse Effect. With respect to each scheme or arrangement mandated by a government other than the contributions required to be made to such Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party United States providing for post-employment benefits (a "FOREIGN GOVERNMENT SCHEME OR ARRANGEMENT") and with respect to any Plan, or with respect to any other Plan presently or heretofore each employee benefit plan maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suit, action or other litigation Loan Party or any other claim which could reasonably be expected Subsidiary of any Loan Party that is not subject to result in United States law providing for post-employment benefits (a "FOREIGN PLAN"): (i) all material liability employer and employee contributions required by law or expense to by the Company terms of any Foreign Government Scheme or Arrangement or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought or, to the knowledge of the Company, threatened against or with respect to any Foreign Plan and there are no facts or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suit, action or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paidor, accrued or otherwise adequately reserved if applicable, accrued, in accordance with GAAPnormal accounting practices; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the Closing Date, with respect to all of which accruals under unfunded Plans are as disclosed current and former participants in Schedule III.T.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 the Companyliability of each Loan Party and each Subsidiary of a Loan Party with respect to a Foreign Plan is reflected in accordance with normal accounting practices on the financial statements of such Loan Party or such Subsidiary, its Subsidiaries as the case may be; and ERISA Affiliates have (iii) each performed all material obligations Foreign Plan required to be performed under all Plans. The executionregistered has been registered and has been maintained in good standing with applicable regulatory authorities unless, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitationin each case, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will failure to do so would not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect be reasonably likely to any Plan. As used in this Agreement:have a Material Adverse Effect.

ERISA Matters. All Plans maintained by As of the Company Closing Date, neither such Borrower, nor its Subsidiaries nor any ERISA Affiliate maintains or contributes to any Plan other than those listed on Schedule 6.01-N hereto. With respect to each Plan that is intended to be qualified under Section 401(a) of the Internal Revenue Code as currently in effect, such Borrower, its Subsidiaries or an ERISA Affiliate has received or is in the process of seeking, a favorable determination letter from the Internal Revenue Service that the Plan is so qualified and that each trust related to any such Plan is exempt from federal income tax under Section 501(a) of the Internal Revenue Code as currently in effect. None of such Borrower, any of its Subsidiaries and or any ERISA Affiliates are listed in Schedule III.T. and copies Affiliate knows of all documentation relating to any reason why such Plans (includingor trusts are not qualified. Except as disclosed on Schedule 6.01-N, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable law, including ERISA and the Code, and each Plan intended to qualify under section 401(a) as of the Code has at all times since its adoption been so qualifiedClosing Date, and each trust which forms a part of neither such Borrower nor any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. The Company and each of its Subsidiaries maintains or contributes to any employee welfare benefit plan within the meaning of Section 3(l) of ERISA that provides benefits to employees after termination of employment other than as required by Section 601 of ERISA. To the extent such Borrower knows or reasonably should know, such Borrower, its Subsidiaries and all of its ERISA Affiliates are in compliance in all material respects with all provisions of ERISA applicable to it. No Reportable Event has occurredthe responsibilities, been waived obligations or exists as to which duties imposed on them by ERISA, the Company or any of its Subsidiaries Internal Revenue Code and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as of the most recent annual valuation date applicable thereto, exceed the value of the assets of such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates has incurred, or reasonably expects to incur, any Withdrawal Liability regulations promulgated thereunder with respect to all Plans. No Benefit Plan has incurred any Multi-employer Plan that could result accumulated funding deficiency (as defined in a Material Adverse Effect. None Sections 302(a)(2) of ERISA and 412(a) of the CompanyInternal Revenue Code), its Subsidiaries and ERISA Affiliates has received any notification whether or not waived, that any Multi-employer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where would subject such reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be made to such Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company Borrower or any ERISA Affiliate to a liability in excess of its Subsidiaries under Title IV of ERISA to any party with respect to any Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate$1,000,000. Neither the Company such Borrower, nor any of its Subsidiaries and nor any ERISA Affiliates Affiliate nor, to the knowledge of such Borrower, any fiduciary of any Plan that is not a Multiemployer Plan (i) has incurred any liability for any tax imposed under sections 4971 through 4980B engaged in a nonexempt prohibited transaction described in Sections 406 of ERISA or 4975 of the Internal Revenue Code or civil liability under section 502(i(ii) has taken or (l) of ERISA. No suit, failed to take any action that would constitute or other litigation or any other claim which could reasonably be expected to result in a material liability or expense to the Company or Termination Event that would, in either case, subject such Borrower, any of its Subsidiaries or any ERISA Affiliates (excluding claims for benefits incurred Affiliate to a liability in the ordinary course excess of plan activities) has been brought or$1,000,000. Neither of such Borrower, to the knowledge of the Company, threatened against or with respect to any Plan and there are no facts or circumstances known to the Company or nor any of its Subsidiaries or any ERISA Affiliates Affiliate has incurred any potential liability under Sections 4063, 4064, 4069, 4204 or 4212(c) of ERISA in excess of $1,000,000. Neither of such Borrower, nor any of its Subsidiaries or any ERISA Affiliate has incurred any liability to the PBGC that could reasonably be expected remains outstanding that would subject such Borrower, any of its Subsidiaries or any ERISA Affiliate to give rise a liability in excess of $2,000,000. There are no premium payments that have become due to the PBGC that are unpaid. To the extent filed, Schedule B to the most recent annual report filed with the IRS with respect to each Benefit Plan and furnished to the Administrative Agent is complete and accurate. Since the date of each such Schedule B, there has been no material adverse change in the funding status or financial condition of the Benefit Plan relating to such Schedule B. Neither of such Borrower, nor any of its Subsidiaries or any ERISA Affiliate has (i) failed to make a required contribution or payment to a Multiemployer Plan or (ii) made a complete or partial withdrawal under Sections 4203 or 4205 of ERISA from a Multiemployer Plan. Except as disclosed on Schedule 6.01-N, neither of such suitBorrower, action nor any of its Subsidiaries or any ERISA Affiliate has failed to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or other litigationpayment. All contributions to Plans that were Neither of such Borrower, nor any of its Subsidiaries or any ERISA Affiliate is required to be made provide security to a Benefit Plan under Section 401(a)(29) of the Internal Revenue Code due to a Plan amendment that results in an increase in current liability for the plan year. To the extent such Plans have been madeBorrower knows or reasonably should know, and all benefits accrued under any unfunded Plan have been paidsuch Borrower does not have, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation by reason of the transactions contemplated hereby and thereby (includinghereby, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect obligation to make any payment to any Plan. As used in this Agreement:employee pursuant to any Plan or existing contract or arrangement.

ERISA Matters. All Plans maintained by the Company Neither any Borrower nor any ERISA Affiliate maintains or contributes to any of its Subsidiaries and ERISA Affiliates are Benefit Plan other than those listed in on Schedule III.T. and copies of all documentation relating to such Plans (including, but not limited to, copies of written Plans, written descriptions of oral Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications and IRS determination letters) have been delivered to or made available for review by the Buyer6.01-P hereto. Each Plan has at all times been maintained and administered in all material respects in accordance with its terms and the requirements of applicable lawPlan, including ERISA and the Codeother than a Multiemployer Plan, and each Plan which is intended to qualify be qualified under section Section 401(a) of the Internal Revenue Code as currently in effect has at all times since its adoption been determined by the IRS to be so qualifiedqualified (or a determination request has been submitted), and each trust which forms a part of related to any such plan Plan has at all times since its adoption been tax-determined to be exempt from federal income tax under section Section 501(a) of the Code. The Company and each of its Subsidiaries and ERISA Affiliates are Internal Revenue Code as currently in compliance in all material respects with all provisions of ERISA applicable effect (or a determination request has been submitted) and, to it. No Reportable Event has occurred, been waived or exists as to which the Company or any of its Subsidiaries and ERISA Affiliates was required to file a report with the PBGC, and the present value of all liabilities under each Pension Plan (based on those assumptions used to fund such Plans) listed in Schedule III.T. did not, as knowledge of the most recent annual valuation date applicable theretoBorrowers, exceed the value of the assets of each such Pension Plan. None of the Company, its Subsidiaries and ERISA Affiliates determination has incurred, or reasonably expects to incur, any Withdrawal Liability with respect to any Multi-employer Plan that could result in a Material Adverse Effect. None of the Company, its Subsidiaries and ERISA Affiliates has received any notification that any Multi-employer Plan is in reorganization or has not been terminated within the meaning of Title IV of ERISA, and no Multi-employer Plan is reasonably expected to be in reorganization or termination where such reorganization or termination has resulted or could reasonably be expected to result in increases to the contributions required to be made to such Plan or otherwise. No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any of its Subsidiaries under Title IV of ERISA to any party with respect to any Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. Neither the Company nor any of its Subsidiaries and ERISA Affiliates has incurred any liability for any tax imposed under sections 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. No suit, action or other litigation or any other claim which could reasonably be expected to result in a material liability or expense to the Company or any of its Subsidiaries or ERISA Affiliates (excluding claims for benefits incurred in the ordinary course of plan activities) has been brought revoked or, to the knowledge of the CompanyBorrowers, threatened against to be revoked, and neither any Borrower nor any ERISA Affiliate is aware of any event that could reasonably be expected to adversely affect the tax-qualified status of such Plans and trusts. Except as disclosed in Schedule 6.01-P, neither any Borrower nor any ERISA Affiliate maintains or contributes to any employee welfare benefit plan within the meaning of Section 3(l) of ERISA which provides health or life insurance benefits coverage to employees after termination of employment other than as required by Section 601 of ERISA, except as provided under any Multiemployer Plan. The Borrowers and all of their respective ERISA Affiliates (with respect to any Benefit Plan) are in compliance with the responsibilities, obligations or duties imposed on them by ERISA, the Internal Revenue Code and regulations promulgated thereunder with respect to all Plans except for such non-compliance which individually or in the aggregate could reasonably result in a liability less than $1,000,000. No Benefit Plan has any outstanding accumulated funding deficiency (as defined in Sections 302(a)(2) of ERISA and 412(a) of the Internal Revenue Code) whether or not waived. Neither any Borrower nor any ERISA Affiliate has taken any action which would constitute or result in a Termination Event. Neither any Borrower nor any ERISA Affiliate has incurred, or can reasonably expect to incur, any material liability to or on account of a Benefit Plan pursuant to Sections 4063, 4064, 4069, 4204 or 4212(c) of ERISA. Neither any Borrower nor any ERISA Affiliate has incurred any liability to the PBGC with respect to a Benefit Plan which remains outstanding other than the payment of premiums, and there are no material premium payments which have become due which are unpaid. Neither any Borrower nor any ERISA Affiliate has (i) failed to make a required contribution or payment to a Multiemployer Plan or (ii) made a complete or partial withdrawal under Sections 4203 of 4205 of ERISA from a Multiemployer Plan, which individually or in the aggregate could reasonably result in a liability in excess of $1,000,000. Neither any Borrower nor any ERISA Affiliate has failed to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or other payment with respect to a Benefit Plan which could result in a Lien under Section 412(n) of the Internal Revenue Code, and no assets of any Benefit Plan are subject to any Lien. Neither any Borrower nor any ERISA Affiliate is required to provide security to a Benefit Plan under Section 401(a)(29) of the Internal Revenue Code due to a Plan amendment that results in an increase in current liability for the plan year. Except as disclosed on Schedule 6.01-P the Borrowers do not have, by reason of the transactions contemplated hereby any obligation to make any material payment to any employee or independent contractor pursuant to any Plan or existing contract or arrangement. No actions, suits, claims, complaints, charges, proceedings, hearings, examinations, investigations, audits or demands with respect to any Plan and (other than claims for benefits payable in the normal operations of the Plans) are pending or, to the Borrowers' knowledge, threatened, and, to the Borrowers' knowledge, there are no facts which could give rise to or circumstances known to the Company or any of its Subsidiaries or ERISA Affiliates that could reasonably be expected to give rise to any such suitactions, action suits, claims, complaints, charges, proceedings, hearings, examinations, investigations, audits or other litigation. All contributions to Plans that were required to be made under such Plans have been made, and all benefits accrued under any unfunded Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Plans are as disclosed in Schedule III.T., and the Company, its Subsidiaries and ERISA Affiliates have each performed all material obligations required to be performed under all Plans. The execution, delivery and performance of this Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Buyer, of the Preferred Shares, the Conversion Shares, the Warrants, the Warrant Shares and Dividend Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the Code with respect to any Plan. As used in this Agreement:demands.