Common use of ERISA Clause in Contracts

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.

ERISA. (a) Except as With respect to any Pension Plan, the failure by Holdings, the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate to satisfy the minimum funding standard required for any plan year or part thereof, whether or not waived, under Section 412 of the Code; with respect to any Multiemployer Plan, the failure to make any required contribution or payment; a determination that any Pension Plan is in “at-risk” status within the meaning of Section 430 of the Code or Section 303 of ERISA or any Multiemployer Plan is in “endangered or critical status” within the meaning of Section 432 of the Code or Section 305 of ERISA; any Pension Plan is or shall have been terminated or is the subject of termination proceedings by the PBGC under Title IV of ERISA (including the giving of written notice thereof); a determination that a Multiemployer Plan is “insolvent” within the meaning of Section 4245 of ERISA; with respect to any Multiemployer Plan, notification by the administrator of such Multiemployer Plan that the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate has incurred or will be assessed Withdrawal Liability to such Multiemployer Plan; the PBGC provides written notice of its intent to terminate any Pension Plan or to appoint a trustee to administer any Pension Plan in a manner that results in a liability under Title IV of ERISA to the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate; an event shall have occurred or a condition shall exist entitling the PBGC to provide written notice of its intent to terminate any Pension Plan; the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate has incurred or is reasonably likely to incur a liability to or on account of a Pension Plan or Multiemployer Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069 or 4212(c) of ERISA or Section 4971 or 4975 of the Code (including the receipt by Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate of written notice thereof); any termination of a Foreign Plan has occurred that gives rise to liability for Holdings, the Borrower or any Restricted Subsidiary; or any non-compliance with the funding requirements under Applicable Law for any Foreign Plan has occurred; (b) there could result from any event or events set forth in clause (a) of this Section 11.6 the imposition of a Lien, the granting of a security interest, or a liability, or the reasonable likelihood of incurring a Lien, security interest or liability; and (c) such Lien, security interest or liability will or would not be reasonably be expected, either individually or in the aggregate, likely to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.or

ERISA. (ai) Except as would not An ERISA Event that occurs after the Restatement Effective Date and that, alone or together with any other ERISA Events that have occurred after the Restatement Effective Date, has resulted or could reasonably be expectedexpected to result in liability of a Loan Party, either individually any Restricted Subsidiary or any of their respective ERISA Affiliates in the aggregate, an aggregate amount at any particular time that would reasonably be expected to have a Material Adverse Effect: , or (iii) neither a Reportable Event nor a failure Loan Party, any Restricted Subsidiary or any of their respective ERISA Affiliates fails to meet pay when due, after the minimum funding standards (within the meaning expiration of Section 412(a) of the Code or Section 302(a)(2) of ERISA) any applicable grace period, any installment payment with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of its Withdrawal Liability under Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions 4201 of ERISA and the Code; (ii) no termination of under a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that in an aggregate amount, that, alone or together with any other such failures to pay, has resulted or would reasonably be expected to result in a liability under ERISAMaterial Adverse Effect; or (iviii) none as of Holdingsany date, the Borrower a Loan Party, any Restricted Subsidiary or any of its Restricted Subsidiaries would become subject their respective ERISA Affiliates (x) shall have made contributions to any liability under ERISA if Multiemployer Plan during the immediately preceding twelve month period ending on such date that exceed in value in the aggregate among all such Persons the Pension Contribution Cap for such period or (y) is projected or reasonably expected (in each case by the Borrower in good faith) to make contributions to any Multiemployer Plan in the next twelve month period that exceed in the aggregate among all such Persons the Pension Contribution Cap for such period (provided that such Pension Contribution Cap may be exceeded solely to facilitate a compromise, settlement, rearrangement or other restructuring of liabilities under such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as Plan with the consent of the valuation Required Lenders (such consent not to be unreasonably withheld, delayed or conditioned or denied)); provided that this clause (iii) shall not apply if on the applicable date of determination Consolidated EBITDA for the most closely preceding recent Test Period ending prior to such date of determination as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a) on or prior to such date on which this representation is madeof determination exceeds $400,000,000; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.or

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January April 1, 2008 2010 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-five year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the The Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(23(3) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(23(3) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of Holdings and its Restricted Subsidiaries to pay money.

ERISA. No Benefit Plan has failed to satisfy the “minimum funding standard” (aas defined in Sections 302(a)(2) Except as would of ERISA and 412(a) of the Code) whether or not waived. Neither the Borrower nor any member of the Controlled Group has incurred any material liability to the PBGC which remains outstanding other than the payment of premiums. As of the last day of the most recent prior plan year, the market value of assets under each Benefit Plan, other than any Multiemployer Plan, was not less than the present value of benefit liabilities thereunder (determined in accordance with the actuarial valuation assumptions described therein) by an amount which could reasonably be expected, either individually or in the aggregate, expected to have a Material Adverse Effect: . Neither the Borrower nor any member of the Controlled Group has (ia) neither failed to make a Reportable Event required contribution or payment to a Multiemployer Plan of a material amount or (b) incurred a material complete or partial withdrawal under Section 4203 or Section 4205 of ERISA from a Multiemployer Plan. Neither the Borrower nor any member of the Controlled Group has failed to make an installment or any other payment of a failure to meet the minimum funding standards (within the meaning of material amount required under Section 412(a) 412 of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 before the due date for such installment or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer other payment. Each Plan, Foreign Employee Benefit Plan and each Single Employer Plan Non-ERISA Commitment complies in all material respects in form, and has complied been administered in all material respects in accordance with the material its terms and, in accordance with all applicable provisions of laws and regulations, including but not limited to ERISA and the Code; (ii) . There have been no termination and there is no prohibited transaction described in Sections 406 of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or 4975 of the Code with respect to any plan within the meaning of Section 3(2) of ERISA Plan for which is subject to Title IV of ERISA a statutory or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would administrative exemption does not exist which could reasonably be likely expected to have a Material Adverse Effect and result in a direct obligation of Holdings, subject the Borrower or any of its Restricted Subsidiaries to pay moneymaterial liability. Neither the Borrower nor any member of the Controlled Group has taken or failed to take any action which would constitute or result in a Termination Event, which action or inaction could reasonably be expected to subject the Borrower or any of its Restricted Subsidiaries to material liability. Neither the Borrower nor any member of the Controlled Group is subject to any material liability under, or has any potential material liability under, Section 4063, 4064, 4069, 4204 or 4212(c) of ERISA. The present value of the aggregate liabilities to provide all of the accrued benefits under any Foreign Pension Plan do not exceed the current fair market value of the assets held in trust or other funding vehicle for such plan by an amount which could reasonably be expected to have a Material Adverse Effect. With respect to any Foreign Employee Benefit Plan other than a Foreign Pension Plan, reasonable reserves have been established in accordance with prudent business practice or where required by ordinary accounting practices in the jurisdiction in which such plan is maintained. For purposes of this Section 6.09, “material” means any amount, noncompliance or other basis for liability which could reasonably be expected to subject the Borrower or any of its Restricted Subsidiaries to liability, individually or in the aggregate with each other basis for liability under this Section 6.09, in excess of $25,000,000.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a No Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) 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 Single Employer Plan, each Plan has satisfied the applicable “minimum funding standard” and has had no “waived funding deficiency” (as such terms are defined in section 412 of the Code and section 302 of ERISA) during the five-year period prior to the date on which this representation is made or deemed made, and each Single Employer Plan has complied in all material respects with the material applicable provisions of ERISA and the Code; . No “prohibited transaction” (iiand the transactions contemplated by this Agreement, will not constitute, or indirectly result in, a “prohibited transaction” within the meaning of section 4975 of the Code or section 406 of ERISA) no has occurred, or is expected to occur, which has subjected, or could subject, the Mortgaged Properties, Borrower, or any officer, director or employee of the Borrower, or Trustee of any Single Employer Plan, administrator or other fiduciary to any tax or penalty on prohibited transactions imposed by either section 502 of ERISA or section 4975 of the Code or any other liability with respect thereto. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such five-year period; the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, benefits by a material amount. Neither the Borrower or nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would could reasonably be expected to result in a material liability under ERISA; (iv) none of Holdings, and neither the Borrower or nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw partially or completely from any or all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no . No such Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a No Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made five years with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the prior five years, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of an Adverse Claim or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such an Adverse Claim; or (ii) no “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien Adverse Claim in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such the prior five-year period; the years. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlansPlan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or except as could not reasonably be expected to result in a Material Adverse Effect. Neither any of its Restricted Subsidiaries PG&E Party nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the prior five years that has resulted or would could reasonably be expected to result in a material liability under ERISA; (iv) none of Holdings, the Borrower or and neither any of its Restricted Subsidiaries PG&E Party nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower any PG&E Party or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (v) , except as could not reasonably be expected to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no result in a Material Adverse Effect. No such Multiemployer Plan is in Reorganization endangered or Insolvent. critical status (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2305 of ERISA) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyInsolvency.

ERISA. (i) To Seller’s knowledge, neither Seller nor Manager nor any of their respective ERISA Affiliates has established, maintained or contributed (in connection with the Property or Manager’s employees working at the Property) to any Employee Benefit Plan (a) Except as would not reasonably be expectedsubject to Code Section 412, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) 302 of ERISA) with respect to periods beginning on , or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) Title IV of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any that is a multiemployer plan within the meaning of Section 3(23(37) or Section 4001(a)(3) of ERISA, (c) that is a multiple employer plan within the meaning of Code Section 413(c), (d) that is a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (ii) Within five (5) Business Days following the Effective Date, Seller shall cause Manager to provide Purchaser with complete copies of each Employee Benefit Plan, trusts, funding arrangements, any amendments thereto, the most recent summary plan descriptions and summary of material modifications, the most recent funding and critical status notices, and actuarial reports for the past two years. (iii) Seller is not an Employee Benefit Plan and none of Seller’s assets are plan assets as defined or determined under ERISA. (iv) Neither the Seller, nor to Seller’s knowledge, the Manager, nor any of their respective ERISA Affiliates has made any plan or commitment since January 1, 2015 to create any additional Employee Benefit Plan or modify or change any existing Employee Benefit Plan that would increase the benefits provided to any Hotel Employee or former Hotel Employee except as required by law. (v) To Seller’s knowledge, each Employee Benefit Plan intended to be qualified under Code Section 401(a) has received a favorable determination or opinion letter from the IRS as to its qualification under the Code that has not been revoked and provides that any related trust is qualified under Code Section 501(a), and such letter(s) have been provided by the Manager. To Seller’s Knowledge, no event has occurred with respect to any such Qualified Plan which is could reasonably be expected to adversely affect the qualification of such Qualified Plan or exemption of the related trust. (vi) To Seller’s knowledge, no event has occurred and no condition exists with respect to any Employee Benefit Plan that would subject the Purchaser to Title IV of ERISA any tax, fine, lien, penalty or Section 412 of other liability imposed under ERISA, the Code or Section 302 other applicable laws. (vii) To Seller’s Knowledge, each Employee Benefit Plan has been operated and administered in all material respects by Manager in compliance with its terms and all applicable laws. To Seller’s Knowledge, there are no pending or threatened claims against, by or on behalf of ERISA that is maintained by a Commonly Controlled Entity any Employee Benefit Plans (other than Holdingsroutine claims for benefits under the terms of any such benefit plan). (viii) To Seller’s Knowledge, no Employee Benefit Plan provides for welfare benefits after termination of employment except as required by COBRA and at the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue expense of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower participant or any of its Restricted Subsidiaries to pay moneybeneficiaries.

ERISA. (a) Except With respect to any Plan (or, with respect to (vi) below, as would not of the date such representation is made or deemed made), none of the following events or conditions exists, has occurred, or is reasonably be expectedexpected to occur, which either individually or in the aggregate, would reasonably be expected to have result in a Material Adverse Effect: (i) neither a Reportable Event nor a Event; (ii) any failure to meet satisfy the “minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiencystandard” (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2302 of ERISA); (iii) any noncompliance with the applicable provisions of ERISA or the Code; (iv) a termination of a Single Employer Plan (other than a standard termination pursuant to Section 4041(b) of ERISA); (v) has occurred during a Lien on the five-year period prior to property of the date on which this representation is made Parent Borrower or its Restricted Subsidiaries in favor of the PBGC or a Plan; (vi) any Underfunding with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (iivii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, by the Parent Borrower or any Commonly Controlled Entity; (viii) to the knowledge of its Restricted Subsidiaries would become subject to the Parent Borrower, any liability of the Parent Borrower or any Commonly Controlled Entity under ERISA if the Parent Borrower or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; and (vix) the Insolvency of any Multiemployer Plan; or (x) any transactions that resulted or could reasonably be expected to result in any liability to the knowledge of Holdings, the Parent Borrower or any Commonly Controlled Entity under Section 4069 of its Restricted Subsidiaries, no ERISA or Section 4212(c) of ERISA; provided that the representation made in clauses (ii) and (ix) of this subsection 5.11(a) with respect to a Multiemployer Plan is in Reorganization or Insolventbased on knowledge of the Parent Borrower. (b) HoldingsWith respect to any Foreign Plan, none of the following events or conditions exists, has occurred, or is reasonably expected to occur, which either individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect: (i) substantial non-compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders; (ii) failure to be maintained, where required, in good standing with applicable regulatory authorities; (iii) any obligation of the Parent Borrower and or its Restricted Subsidiaries have not incurredin connection with the termination or partial termination of, and do not reasonably expect to incuror withdrawal from, any liability under ERISA or Foreign Plan; (iv) any Lien on the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 property of the Code Parent Borrower or Section 302 its Restricted Subsidiaries in favor of ERISA a Governmental Authority as a result of any action or inaction regarding a Foreign Plan; (v) for each Foreign Plan that is maintained a funded or insured plan, failure to be funded or insured on an ongoing basis to the extent required by a Commonly Controlled Entity applicable non-U.S. law (other than Holdingsusing actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities); (vi) any facts that, to the best knowledge of the Parent Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan , exist that would reasonably be likely expected to have give rise to a Material Adverse Effect dispute and any pending or threatened disputes that, to the best knowledge of the Parent Borrower and its Restricted Subsidiaries, would reasonably be expected to result in a direct obligation of Holdings, material liability to the Parent Borrower or any of its Restricted Subsidiaries concerning the assets of any Foreign Plan (other than individual claims for the payment of benefits); and (vii) failure to pay moneymake all contributions in a timely manner to the extent required by applicable non-U.S. law.

ERISA. Borrower and any Commonly Controlled Entity do not maintain or contribute to any Plan which is not in substantial compliance with ERISA, or any Single Employer Plan which has incurred any accumulated funding deficiency within the meaning of sections 412 and 418 of the Code or which has applied for or obtained a waiver from the Internal Revenue Service of any minimum funding requirement under section 412 of the Code. Borrower and any Commonly Controlled Entity have not incurred any liability to the PBGC in connection with any Plan covering any employees of Borrower or any Commonly Controlled Entity in amount exceeding Fifty Thousand Dollars (a$50,000) Except as would not reasonably be expectedin the aggregate or ceased operations at any facility or withdrawn from any Plan in a manner which could subject any of them to liability under sections 4062(e), either individually 4063 or 4064 of ERISA in amount exceeding Fifty Thousand Dollars ($50,000) in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning and know of Section 412(a) of the Code no facts or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on circumstance which this representation is made with respect might give rise to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions liability of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, to the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer PBGC under Title IV of ERISA with in amount exceeding Fifty Thousand Dollars ($50,000) in the sponsor aggregate. Borrower and any Commonly Controlled Entity have not incurred any withdrawal liability in amount exceeding Fifty Thousand Dollars ($50,000) in the aggregate (including but not limited to any contingent or secondary withdrawal liability) within the meaning of such plan that would reasonably be likely sections 4201 and 4202 of ERISA, to any Multiemployer Plan, and no event has occurred, and there exists no condition or set of circumstances known to the Borrower, which presents a risk of the occurrence of any withdrawal from or the partition, termination, reorganization or insolvency of any Multiemployer Plan which could result in any liability to a Multiemployer Plan in amount exceeding Fifty Thousand Dollars ($50,000) in the aggregate. Except for payments for which the minimum funding requirement has been waived under section 412 of the Code, full payment has been made of all amounts which Borrower and any Commonly Controlled Entity are required to have paid as contributions to any Plan under applicable law or under any plan or any agreement relating to any Plan to which Borrower or any Commonly Controlled Entity is a Material Adverse Effect party. Borrower and each Commonly Controlled Entity have made adequate provision for reserves to meet contributions that have not been made because they are not yet due under the terms of any Plan or related agreements. Neither Borrower nor any Commonly Controlled Entity has any knowledge, nor do any of them have any reason to believe, that any Reportable Event which could result in a direct obligation liability or liabilities of Holdings, Fifty Thousand Dollars ($50,000) or more in the Borrower or aggregate has occurred with respect to any of its Restricted Subsidiaries to pay moneyPlan.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither The assets of Borrower are not and will not become treated as “plan assets”, whether by operation of law or under regulations promulgated under ERISA. Each Plan and Welfare Plan, and, to the knowledge of Borrower, each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, its terms and the applicable provisions of ERISA, the Code and any other applicable Legal Requirement, and no event or condition has occurred and is continuing as to which Borrower would be under an obligation to furnish a Reportable Event nor report to Lender under clause (ii)(A) of this Section. Other than an application for a favorable determination letter with respect to a Plan, there are no pending issues or claims before the Internal Revenue Service, the United States Department of Labor or any court of competent jurisdiction related to any Plan or Welfare Plan under which Borrower or any ERISA Affiliate, directly or indirectly (through an indemnification agreement or otherwise), could be subject to any material risk of liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code. No Welfare Plan, other than a Multiemployer Plan, provides or will provide benefits, including, without limitation, death or medical benefits (whether or not insured) with respect to any current or former employee of Borrower or any ERISA Affiliate beyond his or her retirement or other termination of service other than (A) coverage mandated by applicable law, (B) death or disability benefits that have been fully provided for by fully paid up insurance or (C) severance benefits. (ii) Borrower will furnish to Lender as soon as possible, and in any event within ten (10) days after Borrower knows or has reason to believe that any of the events or conditions specified below with respect to any Plan, Welfare Plan or Multiemployer Plan has occurred or exists, an Officer’s Certificate setting forth details respecting such event or condition and the action, if any, that Borrower or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to the PBGC (or any other relevant Governmental Authority)) by Borrower or an ERISA Affiliate with respect to such event or condition, if such report or notice is required to be filed with the PBGC or any other relevant Governmental Authority: (A) any reportable event, as defined in Section 4043 of ERISA and the regulations issued thereunder, with respect to a Plan, as to which PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event (provided that a failure to meet the minimum funding standards (within the meaning standard of Section 412(a412 of the Code and of Section 302 of ERISA, including, without limitation, the failure to make on or before its due date a required installment under Section 412(m) of the Code and of Section 302(e) of ERISA, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(d) of the Code), and any request for a waiver under Section 412(d) of the Code for any Plan; (B) the distribution under Section 4041 of ERISA of a notice of intent to terminate any Plan or any action taken by Borrower or an ERISA Affiliate to terminate any Plan; (C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; (D) the complete or partial withdrawal from a Multiemployer Plan (or other employee benefit plan) by Borrower or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by Borrower or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA; (E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against Borrower or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within thirty (30) days; (F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code or Section 302(a)(2) 307 of ERISA, would result in the loss of tax-exempt status of the trust of which such Plan is a part if Borrower or an ERISA Affiliate fails to timely provide security to the Plan in accordance with the provisions of said Sections; or (G) the imposition of a lien or a security interest in connection with a Plan. (iii) No liability under Title IV of ERISA has been incurred by Borrower or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to Borrower or any ERISA Affiliate of incurring any liability under such Title, other than liability for premiums due the PBGC, which payments have been or will be made when due. To the extent this representation applies to Sections 4064, 4069 or 4204 of Title IV of ERISA, it is made not only with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made ERISA Plans but also with respect to any Single Employer Planemployee benefit plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurredprogram, and no Lien in favor of the PBGC agreement or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is arrangement subject to Title IV of ERISA to which Borrower or any ERISA Affiliate made, or was required to make, contributions during the past six years. (iv) Borrower shall not knowingly engage in or permit any transaction in connection with which Borrower or any ERISA Affiliate could be reasonably subject to either a material civil penalty or material tax assessed pursuant to Section 502(i) or 502(l) of ERISA or Section 412 4975 of the Code Code; Borrower shall not permit any Welfare Plan, other than a Multiemployer Plan, to provide benefits, including without limitation, medical benefits (whether or Section 302 not insured), with respect to any current or former employee of Borrower or any ERISA Affiliate beyond his or her retirement or other termination of service other than (A) coverage mandated by applicable law, (B) death or disability benefits that have been fully provided for by paid up insurance or otherwise or (C) severance benefits, permit the assets of Borrower to become “plan assets”, whether by operation of law or under regulations promulgated under ERISA; and Borrower shall not adopt, amend (except as may be required by applicable law) or increase the amount of any benefit or amount payable under, or permit any ERISA Affiliate to adopt, amend (except as may be required by applicable law) or increase the amount of any benefit or amount payable under, any employee benefit plan (including, without limitation, any employee welfare benefit plan that is maintained by not a Commonly Controlled Entity (Multiemployer Plan) or other than Holdingsplan, policy or arrangement, except for normal increases in the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue ordinary course of being treated as a single employer under Title IV of ERISA business consistent with past practice that, in the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and aggregate, do not result in a direct obligation of Holdings, the material increase in benefits expense to Borrower or any of its Restricted Subsidiaries to pay moneyERISA Affiliate.

ERISA. (a) Except as would could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect, (A) each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) with respect to which the Company or its subsidiaries has or could reasonably be expected to have any liability under (each, a “Plan”) has been maintained and operated at all times in accordance in all respects with its terms and in compliance in all respects with all applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the “Code”) and all other applicable laws; (ivB) none no “reportable event” (as defined in Section 4043(c) of Holdings, ERISA) has occurred with respect to Plan subject to Title IV of ERISA with respect to which the Borrower Company or any of its Restricted Subsidiaries subsidiaries could reasonably be expected to have any liability, excluding any reportable event for which a waiver would become subject to any liability under ERISA if apply; (C) neither the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or Company nor any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not subsidiaries has incurred, and do not nor could any such entity reasonably expect be expected to incur, any liability under ERISA or the Code with respect to any plan within Plan under (1) Section 302 or Title IV of ERISA or (2) Sections 412 or 4971 of the meaning of Code; (D) each Plan that is intended to be qualified under Section 3(2401(a) of the Code is so qualified, is the subject of a favorable determination, advisory or opinion letter from the Internal Revenue Service to the effect that it is so qualified and, nothing has occurred, whether by action or by failure to act, which could reasonably be expected to cause the loss of such qualification; (E) neither the Company nor any of its subsidiaries has incurred any unpaid liability to the Pension Benefit Guaranty Corporation in respect of a Plan (other than for payment of premiums pursuant to Section 4007 of ERISA which is in the ordinary course of business); (F) the fair market value of the assets under each Plan subject to Title IV of ERISA or Section 412 of the Code exceeds the present value of all benefits accrued under such Plan (determined on an ongoing basis based on those assumptions used to fund such Plan); (G) no non-exempt “prohibited transaction” pursuant to Section 406 of ERISA or Section 302 4975 of ERISA that the Code has occurred with respect to any Plan; and (H) none of the Company or its subsidiaries provides or is maintained required to provide retiree or post-employment health benefits to any person except as required by a Commonly Controlled Entity (other than Holdings, Section 4980B of the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue Code or Part 6 of being treated as a single employer under Subtitle B of Title IV I of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyERISA.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither Neither a Reportable Event nor a failure to meet satisfy the minimum funding standards standard (within the meaning of Section 412(a) Sections 412 and 430 of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) Sections 302 and 303 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 Single Employer Plan, whether or not waived, which resulted in any material liability to any Group Member or Commonly Controlled Entity, and each Single Employer Plan has complied in all material respects with the material applicable provisions of ERISA and the Code; (ii) no . No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such five-year period; the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower benefits by a material amount. No Group Member or any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a material liability under ERISA; (iv) none . No such Multiemployer Plan is Insolvent, or was determined to or expected to be in “critical” or “endangered” status under Section 432 of Holdingsthe Code or Section 305 of ERISA, and no Single Employer Plan was determined to or expected to be in “at risk” status as defined in Section 430 of the Borrower Code or any Section 303 of its Restricted Subsidiaries ERISA, and no Group Member or Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower any Group Member or such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, . No Group Member has any liability under ERISA or the Code with respect to any employee benefit plan within the meaning of Section 3(2) of ERISA which that is not subject to Title IV of ERISA or Section 412 the laws of the Code United States or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan political subdivision thereof that would reasonably be likely expected to have result in a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyEffect.

ERISA. (a) Except as would not result in or would not reasonably be expected, either individually or expected to result in the aggregate, to have a Material Adverse Effect: : (i) neither No ERISA Event has occurred, and, to the best knowledge of the Borrower, each of its Subsidiaries and each ERISA Affiliate, no event or condition has occurred or exists as a Reportable result of which any ERISA Event nor could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan and no application for a failure funding waiver or an extension of any amortization period pursuant to meet Section 412 of the minimum funding standards Code has been made with respect to any Plan; (within iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the meaning provisions of ERISA, the Code, and any other applicable federal or state laws; (iv) each Plan that is intended to qualify under Section 412(a401(a) of the Code has received a favorable determination letter from the IRS or Section 302(a)(2) of ERISA) an application for such a letter is currently being processed by the IRS with respect thereto and, to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) best knowledge of the Code or Section 302(a)(2) Borrower, each of ERISA) its Subsidiaries and each ERISA Affiliate, nothing has occurred during which would prevent, or cause the five-year period prior loss of, such qualification; and (v) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) Neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate has incurred, or, to the date on which this representation best of each such party's knowledge, is made reasonably expected to incur, any liability under Title IV of ERISA with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits withdrawal liability under each Single Employer Plan (based on those assumptions used ERISA to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, Multiple Employer Plan. Neither the Borrower or nor any Subsidiary of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or nor any of its Restricted Subsidiaries, no ERISA Affiliate has received any notification that any Multiemployer Plan is in Reorganization or Insolvent. reorganization (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(24241 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 Multiemployer Plan is, to the best of each such Person's knowledge, reasonably expected to be in reorganization, insolvent, or terminated. Neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA which is subject to Title IV ERISA. (c) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 412 4975 of the Code Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 302 4975 of ERISA that is maintained by a Commonly Controlled Entity (the Code, or under any agreement or other than Holdingsinstrument pursuant to which the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. There are no pending or, to the best knowledge of the Borrower, each of its Subsidiaries and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely each ERISA Affiliate, threatened claims, actions or lawsuits, or action by virtue of being treated as a single employer under Title IV of ERISA any Governmental Authority, with the sponsor of such plan respect to any Plan that would could reasonably be likely expected to have a Material Adverse Effect Effect. (d) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and result Section 4980B of the Code apply has been administered in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneycompliance in all material respects with such sections.

ERISA. (a) Except as would not reasonably be expected, either individually or in If and when any member of the aggregate, to have a Material Adverse Effect: ERISA Group (i) neither a Reportable Event nor a failure gives or is required to meet give notice to the minimum funding standards PBGC of any “reportable event” (within the meaning of as defined in Section 412(a) of the Code or Section 302(a)(2) 4043 of ERISA) or any other event which Borrower or the ERISA Group could be liable for under ERISA Section 4062(e) or 4063 (a “Reportable Event”) with respect to periods beginning on any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or after January 1knows that the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, 2008 a copy of the notice of such Reportable Event given or an required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in “accumulated funding deficiencyreorganization”, or is “insolvent” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) or has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Planbeen terminated, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets copy of such Single Employer Plan allocable to such accrued benefitsnotice; (iii) none receives notice from the PBGC under Title IV of HoldingsERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the Borrower minimum funding standard under Section 412 of the Internal Revenue Code or Section 302 of ERISA, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of its Restricted Subsidiaries has had ERISA, a complete or partial copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan that or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement, and of which has resulted or would could reasonably be expected to result in the imposition of a liability under ERISA; (iv) none Lien or the posting of Holdingsa bond or other security, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as a certificate of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower chief executive officer or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 chief financial officer of the Code Parent setting forth details as to such occurrence and the action, if any, which the Parent or Section 302 applicable member of the ERISA that Group is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely required or proposes to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.take; and

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or InsolventInsolvent nor has the PBGC or Holdings or any Commonly Controlled Entity or any Multiemployer Plan instituted proceedings or taken any other action during the five year period prior to the date on which this representation is made with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(23(3) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during During the five-year period prior to the date on which this representation is made with respect to any Single Employer Planor deemed made, and except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect to the Borrower or any Commonly Controlled Entity: (a) each Single Employer Plan has complied in all material respects with the material applicable provisions of ERISA and the Code; (iib) no termination of a Single Employer Plan Reportable Event or non-exempt Prohibited Transaction has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plansc) did not, as of the last annual valuation date prior to the effective date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted SubsidiariesPPA, no Multiemployer Plan is in Reorganization or Insolvent. “accumulated funding deficiency” (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA), and on and after the effective date of the PPA, no failure to satisfy the minimum funding standards (within the meaning of Sections 412 or 430 of the Code or Section 302 of ERISA) with respect to any Plan, whether or not waived, has occurred; (d) there has been no filing pursuant to Section 412(c) of the Code or Section 302(c) ERISA that is maintained of an application for a waiver of the minimum funding standard with respect to any Plan, no failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan, or failure by Borrower or any Commonly Controlled Entity to make a required contribution to a Multiemployer Plan; (other than Holdings, the e) neither Borrower and its Restricted Subsidiaries) (a “nor any Commonly Controlled Plan”) merely by virtue of being treated as a single employer Entity has incurred any liability under Title IV of ERISA with respect to the sponsor termination of such plan that would reasonably be likely any Plan, including but not limited to have a Material Adverse Effect and result the imposition of any Lien in a direct obligation favor of Holdings, the Borrower PBGC or any Plan; (f) there has been no determination that any Plan is, or is expected to be, in “at risk” status within the meaning of its Restricted Subsidiaries Section 430 of the Code or Section 303 of ERISA; (g) neither Borrower nor any Commonly Controlled Entity has received any notice from the PBGC or a plan administrator of any notice relating an intention to pay moneyterminate any Plan or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (h) neither Borrower nor any Commonly Controlled Entity has incurred any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; and (i) neither Borrower nor any Commonly Controlled Entity has received any notice, or sent any notice to any Multiemployer Plan, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, Insolvent, in Reorganization or in endangered or critical status within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA.

ERISA. (a) Except as would not reasonably be expectedPromptly after the Borrower or any of the Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know of the occurrence of any of the following events that, either individually or in the aggregateaggregate (including in the aggregate such events previously disclosed or exempt from disclosure hereunder, to the extent the liability therefor remains outstanding), would be reasonably likely to have a Material Adverse Effect: , the Borrower will deliver to the Administrative Agent a certificate of an Authorized Officer or any other senior officer of the Borrower setting forth details as to such occurrence and the action, if any, that the Borrower, such Restricted Subsidiary or such ERISA Affiliate is required or proposes to take, together with any notices (irequired, proposed or otherwise) neither given to or filed with or by the Borrower, such Restricted Subsidiary, such ERISA Affiliate, the PBGC, or a Multiemployer Plan administrator (provided that if such notice is given by the Multiemployer Plan administrator, it is given to any of the Borrower, or any of the Restricted Subsidiaries or any ERISA Affiliates thereof); that a Reportable Event nor has occurred; that a failure to meet satisfy the minimum funding standards standard under Section 412 of the Code has occurred or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code with respect to a Pension Plan; that a Pension Plan having an Unfunded Current Liability has been or is to be terminated under Title IV of ERISA (including the giving of written notice thereof); that a Pension Plan has an Unfunded Current Liability that has or will result in a Lien under ERISA or the Code; that proceedings will be or have been instituted to terminate a Pension Plan having an Unfunded Current Liability (including the giving of written notice thereof); that a proceeding has been instituted against the Borrower, a Restricted Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan or the failure to make any required contribution or payment to a Multiemployer Plan; that a determination has been made that any Pension Plan is in at-risk status within the meaning of Section 412(a) 430 of the Code or Section 302(a)(2) 303 of ERISA) with respect to periods beginning on ERISA or after January 1, 2008 any Multiemployer Plan is in endangered or an “accumulated funding deficiency” (critical status within the meaning of Section 412(a) 432 of the Code or Section 302(a)(2) 305 of ERISA; or that the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate has incurred (or has been notified in writing by a Multiemployer Plan administrator that it will incur) has occurred during the five-year period prior any liability (including any contingent or secondary liability) to the date or on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination account of a Single Employer Plan has occurredpursuant to Section 409, and no Lien in favor of the PBGC 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV 4204 of ERISA or Section 412 4971 or 4975 of the Code Code; the termination of any Foreign Plan has occurred; or Section 302 of ERISA that is maintained by a Commonly Controlled Entity any non-compliance with Applicable Law (other than Holdings, the Borrower and its Restricted Subsidiariesincluding funding requirements under such Applicable Law) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or for any of its Restricted Subsidiaries to pay moneyForeign Plan has occurred.

ERISA. (a) Except as Neither the Company nor any of its Subsidiaries nor any trade or business, whether or not incorporated (an "ERISA AFFILIATE") that together with the Company would not reasonably be expected, either individually or in the aggregate, to have deemed a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards ("single employer" within the meaning of Section 412(a4001(b) of ERISA maintains or contributes to any "employee pension benefit plan" (as defined in Section 3(2) of the Code Employee Retirement Income Security Act of 1974, as amended ("ERISA")) covering employees or former employees of the Company or its Subsidiaries ("PLANS"), except for the Plans listed on Schedule 3.11. Neither the Company nor any of the Subsidiaries has any formal plan or commitment to create any additional Plan or modify or change any existing Plan that would affect any current or former employee of the Company or any of its Subsidiaries. Except as set forth on Schedule 3.11, to the knowledge of the Company and the Sellers: (i) with respect to each Plan that is neither a "multiemployer plan," as such term is defined in Section 302(a)(23(37) of ERISA (a "MULTIEMPLOYER PENSION PLAN") nor an "employee welfare benefit plan" (as defined in Section 3(1) of ERISA) (a "WELFARE BENEFIT PLAN") that is identified as a multiemployer plan on Schedule 3.11, (A) such Plans are in material compliance with respect to periods beginning on or after January 1all applicable laws, 2008 or an “accumulated funding deficiency” (within including the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code, (B) neither the Company nor any of its Subsidiaries nor any ERISA Affiliate has incurred any liability to the Pension Benefit Guaranty Corporation ("PBGC") nor any other liability under Title IV of ERISA with respect to such Plans other than premiums due to the PBGC (which premiums have been paid when due) and (C) such Plans are qualified under Section 401(a) of the Code; and (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any Multiemployer Pension Plan: (A) neither the Company, any of its Subsidiaries nor any ERISA Affiliate has made or suffered a "complete withdrawal" or a "partial withdrawal," as such terms are respectively defined in Sections 4203 and 4205 of ERISA, (B) no event has occurred that presents a material risk of a partial withdrawal, (C) neither the Company, any of its Subsidiaries nor any ERISA Affiliate has any contingent liability under Section 4204 of ERISA, and no circumstances exist that present a material risk that any such plan within will go into reorganization, and (D) the meaning aggregate withdrawal liability of Section 3(2) of the Company, its Subsidiaries and the ERISA which Affiliates, computed as if a complete withdrawal by the Company, its Subsidiaries and the ERISA Affiliates had occurred under each such Plan on the date hereof, would not have a Material Adverse Effect. No Plan that is not a Multiemployer Pension Plan is subject to Title IV of ERISA and neither the Company, any of its Subsidiaries nor any ERISA Affiliate has maintained such a Plan during the past six years. Schedule 3.11 also lists each Welfare Benefit Plan maintained by the Company or its Subsidiaries covering employees of the Company or its Subsidiaries, and as to such employee welfare benefit plans that are not identified as multiemployer plans on Schedule 3.11, either the Company or one of the Subsidiaries has filed all reports required to be filed by it with the Internal Revenue Service or with the Department of Labor or the PBGC under applicable provisions of ERISA and the Code. With respect to each of the Plans that is neither a Multiemployer Pension Plan nor a Welfare Benefit Plan identified on Schedule 3.11 as a multiemployer plan, the Company has heretofore delivered to Buyer true and complete copies of each of the following documents: (i) a copy of the Plan (including all amendments thereto); (ii) a copy of the most recent annual report, if required under ERISA; (iii) a copy of the most recent Summary Plan Description; and (iv) the most recent determination letter received from the Internal Revenue Service with respect to each Plan that is intended to be qualified under Section 412 401 of the Code. (b) Neither the Company nor any of its Subsidiaries has any liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, except for health continuation coverage as required by Section 4980B of the Code or Section 302 Part 6 of ERISA that is maintained by a Commonly Controlled Entity Title I of ERISA. (c) Schedule 3.11 lists each: (i) agreement with any director, executive officer or other than Holdings, key employee of the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower Company or any of its Restricted Subsidiaries (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the business of the nature of any of the transactions contemplated by this Agreement, (B) providing any remaining term of employment in excess of one year or (C) providing severance benefits or other benefits after the termination of employment of such director, executive officer or key employee and (ii) agreement, plan or arrangement under which any person may receive payments from the Company or any of its Subsidiaries that may be subject to pay moneythe tax imposed by Section 4999 of the Code or included in the determination of such person's "parachute payment" under Section 280G of the Code. (d) Except as set forth on Schedule 3.11, there are no pending, anticipated or, to the knowledge of the Sellers, and the Company, threatened claims by or on behalf of any Plan, by any employee or beneficiary covered under any such Plan, or otherwise involving any such Plan (other than routine claims for benefits).

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state Laws. Each Plan that is intended to meet the minimum funding standards (within the meaning of qualify under Section 412(a401(a) of the Code has received from the IRS a favorable determination or Section 302(a)(2) of ERISA) opinion letter, which has not by its terms expired, that such Plan is so qualified, or such Plan is entitled to rely on an IRS advisory or opinion letter with respect to periods beginning on an IRS-approved master and prototype or after January 1volume submitter plan, 2008 or a timely application for such a determination or opinion letter is currently being processed by the IRS with respect thereto; and, to the best knowledge of Seller, nothing has occurred which would prevent, or cause the loss of, such qualification. Seller and each member of the ERISA Group have made all required contributions to each Pension Plan subject to Sections 412 or 430 of the Code, and no application for a funding waiver or an “accumulated funding deficiency” (within the meaning extension of Section 412(a) any amortization period pursuant to Sections 412 or 430 of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is been made with respect to any Single Employer Pension Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; . (ii) (A) No ERISA Event has occurred or is reasonably expected to occur; (B) no termination of a Single Employer Pension Plan has occurredany unfunded pension liability (i.e., and no Lien excess of benefit liabilities over the current value of that Pension Plan’s assets, determined pursuant to the assumptions used for funding the Pension Plan for the applicable plan year in favor accordance with Section 430 of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or Code); (C) neither Seller nor any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as member of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries ERISA Group has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not or reasonably expect expects to incur, any liability under Title IV of ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity Pension Plan (other than Holdingspremiums due and not delinquent under Section 4007 of ERISA); (D) neither Seller nor any member of the ERISA Group has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the Borrower giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 of ERISA, with respect to a Multiemployer Plan; (E) neither Seller nor any member of the ERISA Group has received notice that a Multiemployer Plan is insolvent; (F) neither Seller nor any member of the ERISA Group has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA; and its Restricted Subsidiaries(G) (a “Commonly Controlled Plan”) merely no Pension Plan or Multiemployer Plan has been terminated by virtue of being treated as a single employer the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower terminate any Pension Plan or any of its Restricted Subsidiaries to pay moneyMultiemployer Plan.

ERISA. Except as a result of the Chapter 11 Events and Circumstances: (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: set forth on Schedule 5.13(a): (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made Closing Date with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such five-year period; (iii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is madeClosing Date, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefitsbenefits by a material amount; and (iiiiv) none of Holdings, neither the Borrower or nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would could reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability liabilities under ERISA if which could reasonably be expected, individually or in the Borrower or such Restricted Subsidiary were aggregate, to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to have a Material Adverse Effect. To the knowledge of Holdings, the Borrower or any of its Restricted SubsidiariesLoan Parties, no such Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, Favorable determination or opinion letters have been received prior to the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or Closing Date from the Code Internal Revenue Service with respect to any plan each Plan which at such time is intended to comply with the provisions of Section 401(a) of the Code. Prior to the Closing Date, the ESOP received a favorable determination letter from the IRS that the ESOP is tax-qualified and tax exempt under Sections 401(a) and 501(a), respectively, of the Code and that the ESOP Component is an “employee stock ownership plan”, within the meaning of Section 3(24975(e)(7) of ERISA which the Code. To the knowledge of Holdings and the Borrower, as of the Closing Date each Plan (including, without limitation, the ESOP) complies in form and in operation with the requirements of Section 401(a) of the Code, the relevant provisions of ERISA, and any other applicable Laws, rules, and regulations required as of the date of this Agreement; provided, however, that to the extent that the Internal Revenue Service requires amendment of the ESOP as a condition for the issuance of a future favorable determination letter, the Borrower will cause the ESOP to be timely amended accordingly. (c) To the knowledge of the Loan Parties, as of the Closing Date, no Group Member nor any Commonly Controlled Entity, nor any trustee, administrator, or fiduciary of any of the Plans, has (i) engaged in a “prohibited transaction,” as that term is subject to Title IV of ERISA or defined in Section 412 4975 of the Code or Section 302 406 of ERISA that is maintained by a Commonly Controlled Entity (other than HoldingsERISA, which could directly or indirectly subject the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of applicable Plan or trust or Holdings, the Borrower or any Commonly Controlled Entity to any liability for a Tax or penalty imposed by Section 4975 of the Code or Section 502(i) of ERISA, or (ii) committed a breach of its Restricted Subsidiaries fiduciary duties (as defined in Section 404 of ERISA) which could directly or indirectly subject the applicable Plan or trust or Holdings, the Borrower, or any Commonly Controlled Entity to pay moneyany liability under Section 502 of ERISA. (d) As of the Closing Date, the execution and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not (i) involve a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code for which there is no exemption under Section 408 of ERISA or Section 4975 of the Code, respectively; (ii) constitute a violation of the fiduciary responsibility standards imposed by Section 404 of ERISA; or (iii) adversely affect the qualified status of the ESOP under Sections 401(a) or 4975(e)(7) of the Code. (e) (i) As of the Closing Date, the ESOP Component is an “employee stock ownership plan” within the meaning of Section 4975(e)(7) of the Code and the ESOP is qualified under Section 401(a) of the Code; (ii) the ESOP has been duly established in accordance with and under applicable Law and the ESOP’s trust is a tax-exempt trust under Section 501(a) of the Code; (iii) the terms of the ESOP Documentation comply with the applicable provisions of Title I of ERISA and (iv) the shares of Capital Stock held by the ESOP Trust are “employer securities” within the meaning of Section 409(1) of the Code. (f) As of the Closing Date, Appvion Canada does not contribute to any defined benefit pension plan.

ERISA. (a) Except as would The Unfunded Liabilities of all Single Employer Plans do not reasonably be expected, either individually or in the aggregate exceed $1,000,000. Neither the Borrower nor any other member of the Controlled Group has incurred any withdrawal liability to Multiemployer Plans in excess of $250,000 in the aggregate. If withdrawals from all Multiemployer Plans occurred, the liability would not exceed $250,000. Each Plan and, to Borrower's knowledge, each Multiemployer Plan, complies in all material respects with all applicable requirements of law and regulations and Borrower and all members of the Controlled Group have complied in all material respects with ERISA and the Code with respect to each Plan. No Reportable Event has occurred with respect to any Plan, neither the Borrower nor any other member of the Controlled Group has withdrawn from any Plan or Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Plan or to Borrower's knowledge Multiemployer Plan. Neither Borrower nor any member of the Controlled Group has any Plans or is a party to any collective bargaining agreements other than those listed on Schedule 4. There is no accumulated funding deficiency (as defined in Section 412 of the Code or Section 302 of ERISA) outstanding which could reasonably be expected to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation there is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits lien outstanding under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly with respect to assets of Borrower or any member of the Controlled Entity (other than Holdings, Group and no requirement to provide security under Section 401(a)(29) of the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV Code or Section 307 of ERISA has been or is reasonably expected to be imposed on assets of Borrower or any member of the Controlled Group. No liability to the PBGC or the Internal Revenue Service with respect to any Plan or Multiemployer Plan or trust related thereto has been or is reasonably expected to be incurred by Borrower or any member of the sponsor of such plan that would Controlled Group which could reasonably be likely expected to have a Material Adverse Effect Effect. Neither Borrower nor any member of the Controlled Group has any contingent liability with respect to any post-retirement benefits under any "welfare plan" (as defined in Section 3(1) of ERISA) nor withdrawal liability or exit fee or charge with respect to any such post-retirement benefits under any welfare plan which could reasonably be expected to have a Material Adverse Effect. Throughout the term of the Loan, Borrower is not and result will not be an "employee benefit plan" as defined in Section 3(32) of ERISA or a direct obligation "governmental plan" within the meaning of HoldingsSection 3(3) of ERISA, none of the assets of Borrower or any neither will constitute "plan assets" of its Restricted Subsidiaries one nor more plans for purposes of Title I of ERISA and Borrower will not be subject to pay moneystate statutes applicable to Borrower regulating investments and fiduciary obligations with respect to governmental plans.

ERISA. (a) Except as would not reasonably be expectedEach Plan and, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1each Plan, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) Borrower and each member of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made Controlled Group, are in compliance in all material respects with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material all applicable provisions of ERISA and the Code; . Each Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS indicating that such Plan is so qualified or an application for such determination status will be filed on or before the expiration of the applicable remedial amendment period, and, to the knowledge of the Borrower and each member of the Controlled Group, nothing has occurred subsequent to the issuance of such determination letter which could reasonably be expected to cause such Plan to lose its qualified status. Either (a) there are no Pension Plans or (b) except as would not reasonably be expected to result in a Material Adverse Effect (i) the Borrower and each member of the Controlled Group have fulfilled their obligations under the minimum funding standards of Section 302 of ERISA and Section 412 of the Code, (ii) no termination Pension Plan is in “at risk” status (as defined in Section 430 of a Single Employer Plan has occurred, the Code or Section 303 of ERISA) and no Lien Multiemployer Plan is in favor “critical” or “endangered” status under Section 432 of the PBGC Code or a Single Employer Plan has arisen on the assets Section 305 of HoldingsERISA, the Borrower or any of its Restricted Subsidiaries, during such five-year period; (iii) the present value of all accrued benefits benefit obligations under each Single Employer Pension Plan (based on those assumptions used to fund such PlansPension Plan) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Pension Plan allocable to such accrued benefits; benefit obligations by a material amount, (iiiiv) none as of Holdingsthe most recent valuation date for each Multiemployer Plan, the liability that would be incurred by the Borrower or any member of its Restricted Subsidiaries has had the Controlled Group upon a complete or partial withdrawal from any such Multiemployer Plan (within the meaning of Section 4203 or Section 4205 of ERISA) is zero, and (v) neither the Borrower nor any member of the Controlled Group has incurred, or reasonably expects to incur, any liability to the PBGC (other than for the payment of premiums), the IRS or any employee benefit plan under Title IV of ERISA with respect thereto. No employee benefit plan that is subject to the laws of any jurisdiction outside the United States that is maintained or contributed to by the Borrower or any member of the Controlled Group has resulted incurred, or reasonably expects to incur, any liability that would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyEffect.

ERISA. (a) Except as would not reasonably be expecteddisclosed on Schedule 4.12 or by letter to the Obligee referring to this Section 4.12 delivered on or prior to the date hereof in accordance with Section 6.7(d), either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a no Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) 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 Single Employer Plan, . The Company and each Single Employer Plan has complied Commonly Controlled Entity are in substantial compliance with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the with respect to each Plan. The present value of all accrued benefits under each Single Employer Plan (based on those the reasonable assumptions used to fund by the independent actuary for such PlansPlan for purposes of establishing the minimum funding requirements under Section 412 of the Code) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued ben- efits, individually or in the aggregate for all Single Employer Plans (excluding for purposes of such computation any Single Employer Plans with respect to which the value of the assets exceed the present value of the accrued benefits; (iii), by more than $4,600,000. Neither the Company nor any Commonly Controlled Entity is liable under Title IV of ERISA by reason of the ter- mination of a Single Employer Plan or the withdrawal from a Single Employer Plan in which it was a "substantial employer" within the meaning of Section 4001(a)(2) none of HoldingsERISA. Each Plan intended to be qualified under Section 401(a) of the Code, in- cluding each Single Employer Plan, is qualified in operation under Section 401(a) of the Borrower or Code and is qualified in form under Section 401(a) of the Code, except with respect to any required amendments with respect to which the remedial amendment period under Section 401(b) of its Restricted Subsidiaries the Code has not expired. Neither the Company nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, and neither the Borrower or Company nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower Company or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Multiem- ployer Plans in complete withdrawals within the meaning of Sec- tion 4203 of ERISA as of the valuation date dates for such plans most closely preceding the date on which this representation is made or deemed made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no . No Multiemployer Plan is in Reorganization Reorganiza- tion or Insolvent. (b) Holdings. Neither the Company nor any Commonly Con- trolled Entity is liable for fines, the Borrower and its Restricted Subsidiaries have not incurredpenalties, and do not reasonably expect to incur, any liability taxes or related charges under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 Chapter 43 of the Code or Section 302 under Sections 409, 502(c), 502(i), 502(1) or 4071 of ERISA that is maintained by in an amount exceeding $50,000 in the aggregate at any time. There are no material claims (other than routine claims for benefits) against any Plan (other than a Multiemployer Plan) or against the Company or any Commonly Controlled Entity (other than Holdings, in connection with any such Plan. Neither the Borrower and its Restricted Subsidiaries) (a “Company nor any Commonly Controlled Plan”Entity is liable for post retirement benefits to be provided to their current and former employees under Plans which are welfare ben- efit plans (as defined in Section 3(1) merely of ERISA) except as re- quired by virtue Section 4980B of being treated as a single employer under Title IV the Code and Section 601 of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyERISA.

ERISA. (a) Except As soon as would not reasonably be expectedpossible and, either individually in any event, within 30 days after an executive officer of Borrower knows or in has reason to know that any member of the aggregate, to have a Material Adverse Effect: ERISA Group (i) neither a Reportable Event nor a failure gives or is required to meet give notice to the minimum funding standards PBGC of any "reportable event" (within the meaning of as defined in Section 412(a) of the Code or Section 302(a)(2) 4043 of ERISA) with respect to periods beginning on any Plan which would reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or after January 1knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) a copy of the Code notice of such reportable event given or Section 302(a)(2) of ERISA) has occurred during the five-year period prior required to be given to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the CodePBGC; (ii) no termination receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets copy of such Single Employer Plan allocable to such accrued benefitsnotice; (iii) none receives notice from the PBGC under Title IV of HoldingsERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the Borrower or minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of its Restricted Subsidiaries has had ERISA, a complete or partial copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Multiemployer Plan pursuant to Section 4063 of ERISA that has resulted or would reasonably be expected to result in a liability under ERISAMaterial Adverse Effect, a copy of such notice; or (ivvii) none of Holdings, the Borrower fails to make any payment or any of its Restricted Subsidiaries would become subject contribution to any liability under ERISA if the Borrower Plan or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is or in Reorganization respect of any Benefit Arrangement or Insolvent. (b) Holdings, makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability imposition of a Lien or the posting of a bond or other security under ERISA or the Code Code, Borrower will deliver to each of the Banks a certificate of the chief financial officer of Borrower setting forth details as to such occurrence and the action, if any, that Borrower, such Subsidiary or such member of the ERISA Group is required or proposes to take, together with respect any notices required or proposed to any be given to or filed with or by Borrower, such Subsidiary, the member of the ERISA Group, a plan within participant or the meaning plan administrator. Upon written request Borrower will deliver to each of the Banks a complete copy of the annual report (Form 5500) of each Plan (as defined in Section 3(2) of ERISA which is subject ERISA) (including, to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdingsextent required, the Borrower related financial statements and its Restricted Subsidiariesopinions and other supporting statements, certifications, schedules and information) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA required to be filed with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of HoldingsInternal Revenue Service, the Borrower or any of its Restricted Subsidiaries to pay moneyif any.

ERISA. (a) Except as would not reasonably be expectedTo the knowledge of Borrower, either individually or each Plan is in compliance in all material respects with its terms and all applicable provisions of ERISA and the aggregate, to have a Material Adverse Effect: (i) neither Code. Neither a Reportable Event nor a failure Prohibited Transaction has occurred with respect to meet any Plan that, assuming the minimum funding standards (within taxable period of the meaning transaction expired as of the date hereof, could subject Borrower, General Partner or any ERISA Affiliate to a tax or penalty imposed under Section 412(a) 4975 of the Code or Section 302(a)(2502(i) of ERISA in an amount that is in excess of $250,000; no Reportable Event has occurred with respect to any Plan within the last six (6) years; no notice of intent to terminate a Plan has been filed nor has any Plan been terminated within the past five (5) years; Borrower is not aware of any circumstances which constitutes grounds under Section 4042 of ERISA entitling the PBGC to institute proceedings to terminate, or appoint a trustee to administer, a Plan, nor has the PBGC instituted any such proceedings; Borrower, General Partner and the ERISA Affiliates have met the minimum funding requirements of Section 412 of the Code and Section 302 of ERISA of each with respect to the Plans of each and except as disclosed in the General Partner’s Consolidated Financial Statements there was no Unfunded Current Liability with respect to any Plan established or maintained by each as of the last day of the most recent plan year of each Plan; and Borrower, General Partner and the ERISA Affiliates have not incurred any liability to the PBGC under ERISA (other than for the payment of premiums under Section 4007 of ERISA) which is due and payable for more than 45 days and has not been reserved against. Assuming that no portion of the assets used by Bank Parties in connection with the transactions contemplated by the Loan and the Loan Documents constitute assets of a “benefit plan investor” (as defined in Section 3(42) of ERISA) with respect to periods beginning on which Borrower, Guarantor or after January 1, 2008 or an any ERISA Affiliate is a “accumulated funding deficiencyparty in interest” (as defined in Section 3(14) of ERISA), none of the assets of Borrower, General Partner or any ERISA Affiliate under this Agreement constitute “plan assets” of any “employee benefit plan” within the meaning of ERISA or of any “plan” within the meaning of Section 412(a4975(e)(1) of the Code or Section 302(a)(2) of ERISA) has occurred during Code, as interpreted by the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA Internal Revenue Service and the Code; (ii) no termination U.S. Department of a Single Employer Plan has occurredLabor in rules, and no Lien in favor of the PBGC regulations, releases or a Single Employer Plan has arisen on the assets of Holdings, the Borrower bulletins or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits as interpreted under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolventapplicable case law. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not reasonably be expected, either individually or set forth in the aggregateBorrower’s reports as filed with the Securities and Exchange Commission, each Plan has complied in all material respects with the applicable provisions of ERISA and the Code and Borrower has filed all reports required to be filed under ERISA and the Code with respect to each such Plan. The Borrower has satisfied all material requirements imposed by ERISA and the Code with respect to the funding of all Plans except where the failure to file one or more reports will not have a Material Adverse Effect: material adverse effect on the ability of the Borrower to perform its obligations under this Agreement. (ib) Except as set forth in the Borrower’s reports as filed with the Securities and Exchange Commission, neither a Reportable Event reportable event (as defined in Section 4043 of ERISA) which requires notification to the PBGC nor a failure to meet the minimum an "accumulated funding standards deficiency" (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) 302 of ERISA) has occurred during the five-year period prior to the date on which this representation or is made occurring with respect to any Single Employer PlanPlan established or maintained, and each Single Employer Plan has complied or to which contributions have been made by Borrower or any Commonly Controlled Entity which would have a Material Adverse Effect. (c) Except as set forth in the Borrower’s reports as filed with the material applicable provisions Securities and Exchange Commission, no events or conditions have occurred and are continuing which would permit any Plan to be terminated under circumstances which would cause the Lien provided under Section 4068 of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the to attach to any assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan Commonly Controlled Entity. (based on those assumptions used to fund such Plansd) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, Neither the Borrower or nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of HoldingsPlan, and neither the Borrower or nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw partially or completely from all any Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no . No such Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not reasonably be expectedas, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (i) neither a Reportable no ERISA Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the fivethree-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Single Employer Plan has complied complied, and is in compliance, with its terms and the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such fivethree-year period; (iii) except as described in Parent’s annual report on Form 10-K filed with the SEC, the present value of all accrued benefits under each benefit obligations of all underfunded Single Employer Plan Plans (based on those the assumptions used to fund such Plansfor purposes of applicable accounting standards) did not, as of the last annual valuation date prior to the date on which this representation is made, does not exceed the value of the assets of all such underfunded Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISAPlans; (iv) none of neither Parent, Holdings, the Borrower or nor any of its Restricted Subsidiaries ERISA Affiliate would become subject to any liability under Withdrawal Liability if Parent, Holdings, or any ERISA if the Borrower or such Restricted Subsidiary Affiliate were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (v) to the knowledge none of Parent, Holdings, the Borrower or Subsidiaries and the ERISA Affiliates has received any of its Restricted Subsidiaries, no written notification that any Multiemployer Plan is Insolvent, in Reorganization “endangered” or “critical” status, or has been terminated (all within the meaning of Title IV of ERISA), or has knowledge that any Multiemployer Plan is reasonably expected to be Insolvent, in “endangered” or “critical” status, or terminated. (b) Holdings, the Borrower With respect to each employee benefit arrangement mandated by non-U.S. law (a “Foreign Benefit Arrangement”) and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any each employee benefit plan (within the meaning of Section 3(23(3) of ERISA which is ERISA, whether or not subject to Title IV of ERISA ERISA) in each case maintained or Section 412 of the Code or Section 302 of ERISA that is maintained contributed to by a Commonly Controlled Entity (other than Parent, Holdings, the Borrower Subsidiaries or any ERISA Affiliate on behalf or for the benefit of employees located outside the U.S. and its Restricted Subsidiaries) that is not subject to U.S. law (a “Commonly Controlled Foreign Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with ), except as, in the sponsor of such plan that would aggregate, could not reasonably be likely expected to have a Material Adverse Effect Effect: (i) any employer and result employer contributions required by applicable law or by the terms of such Foreign Benefit Arrangement or Foreign Plan to have been made by Parent or the Subsidiaries have been made, or, if applicable, accrued in a direct obligation accordance with normal accounting practices; (ii) the accrued benefit obligations of each Foreign Plan that is maintained solely by Parent, Holdings, the Borrower Borrower, any of their respective Subsidiaries or any ERISA Affiliate (based on those assumptions used to fund such Foreign Plan) with respect to all current and former participants do not exceed the assets of its Restricted such Foreign Plan; (iii) each Foreign Plan that is required to be registered by Parent or the Subsidiaries has been registered and has been maintained in good standing with applicable regulatory authorities; and (iv) each Foreign Benefit Arrangement and Foreign Plan that in each case is maintained solely by Parent, Holdings, Borrower, any of their respective Subsidiaries or any ERISA Affiliate is in compliance (A) with all applicable provisions of law and all applicable regulations and published interpretations thereunder with respect to pay moneysuch Foreign Plan or Foreign Benefit Arrangement and (B) with the terms of such plan.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a No Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) 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 Single Employer Plan, each Plan has satisfied the applicable “minimum funding standard” and has had no “waived funding deficiency” (as such terms are defined in section 412 of the Code and section 302 of ERISA) during the five-year period prior to the date on which this representation is made or deemed made, and each Single Employer Plan has complied in all material respects with the material applicable provisions of ERISA and the Code; . No “prohibited transaction” (iiand the transactions contemplated by this Agreement, will not constitute, or indirectly result in, a “prohibited transaction” within the meaning of section 4975 of the Code or section 406 of ERISA) no has occurred, or is expected to occur, which has subjected, or could subject, the Mortgaged Properties, a Borrower, or any officer, director or employee of a Borrower, or Trustee of any Single Employer Plan, administrator or other fiduciary to any tax or penalty on prohibited transactions imposed by either section 502 of ERISA or section 4975 of the Code or any other liability with respect thereto except as could not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such five-year period; the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the benefits by a material amount. Neither Borrower or nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would could reasonably be expected to result in a material liability under ERISA; (iv) none of Holdings, the and neither Borrower or nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any material liability under ERISA if the such Borrower or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw partially or completely from any or all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no . No such Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdingsthe Parent, the Borrower or nor any of its Restricted Subsidiaries has had (or reasonably expects to have) a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of HoldingsERISA and, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted SubsidiariesParent and the Borrower, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdingsthe Parent, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(23(3) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdingsthe Parent, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdingsthe Parent, the Borrower or any of and its Restricted Subsidiaries to pay money.

ERISA. Compliance by the Parent and the Borrowers with the provisions hereof and Credit Events contemplated hereby will not involve any Prohibited Transaction. The Parent and each of its Subsidiaries, (ai) Except as would have fulfilled all obligations under minimum funding standards of ERISA and the Code with respect to each Plan that is not reasonably be expecteda Multiemployer Plan or a Multiple Employer Plan, either except where the failure to do so, individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would could not reasonably be expected to result in a liability under ERISA; Material Adverse Effect, (ivii) none have satisfied all respective contribution obligations in respect of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no each Multiemployer Plan is and each Multiple Employer Plan, except where the failure to do so, individually or in Reorganization or Insolvent. (b) Holdingsthe aggregate, the Borrower and its Restricted Subsidiaries have not incurred, and do could not reasonably expect be expected to incurresult in a Material Adverse Effect, any liability under (iii) are in compliance with all other applicable provisions of ERISA or and the Code with respect to each Plan, each Multiemployer Plan and each Multiple Employer Plan, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (iv) have not incurred any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer liability under Title IV of ERISA to the PBGC with respect to any Plan, any Multiemployer Plan, any Multiple Employer Plan, or any trust established thereunder, except where the sponsor incurrence of such plan that would liability could not reasonably be likely expected to have result in a Material Adverse Effect Effect. No Plan or trust created thereunder has been terminated, and there have been no Reportable Events, with respect to any Plan or trust created thereunder or with respect to any Multiemployer Plan or Multiple Employer Plan, which termination or Reportable Event will or could result in the termination of such Plan, Multiemployer Plan or Multiple Employer Plan and give rise to a direct obligation of HoldingsMaterial Adverse Effect. Neither the Parent, the Borrower Company nor any ERISA Affiliate is at the date hereof, or has been at any time within the two years preceding the date hereof, an employer required to contribute to any Multiemployer Plan or Multiple Employer Plan, or a “contributing sponsor” (as such term is defined in Section 4001 of its Restricted Subsidiaries ERISA) in any Multiemployer Plan or Multiple Employer Plan. Neither the Parent, the Company nor any ERISA Affiliate has any material contingent liability with respect to pay moneyany post-retirement “welfare benefit plan” (as such term is defined in ERISA) except as has been disclosed to the Global Agent and the Lenders in writing. Neither the Parent nor any Subsidiary of the Parent maintains, in respect of employment in Canada, either (i) any defined benefit registered pension plan or (ii) any retiree welfare benefits plans for employees.

ERISA. (a) Except On each Delivery Date, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect Effect, (i) the EQGP Entities will be in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and result published governmental interpretations thereunder (“ERISA”); (ii) no “reportable event” (as defined in Section 4043(c) ERISA) will have occurred with respect to any “pension plan” (as defined in Section 3(2) of ERISA) for which any EQGP Entities would have any liability, excluding any reportable event for which a direct obligation waiver could apply; (iii) no EQGP Entity will have incurred, nor will any such entity expect to incur, liability under (a) Title IV of HoldingsERISA with respect to termination of, or withdrawal from, any “pension plan” or (b) Sections 412 or 4971 of the Borrower Internal Revenue Code of 1986, as amended, including the regulations and published governmental interpretations thereunder (the “Code”) with respect to any “pension plan”; (iv) each “pension plan” for which any EQGP Entity would have any liability that is intended to be qualified under Section 401(a) of the Code will be the subject of a favorable determination or opinion letter from the Internal Revenue Service to the effect that it is so qualified and, to the knowledge of the Partnership Parties, nothing will have occurred, whether by action or by failure to act, which could reasonably be expected to cause the loss of such qualification; and (v) no EQGP Entities have incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for payment of its Restricted Subsidiaries premiums in the ordinary course of business) for which any EQGP Entity would reasonably be expected to pay moneybe liable.

ERISA. (a) Except Mezzanine Borrower does not maintain or contribute to and is not required to contribute to, an "employee benefit plan" as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of defined by Section 412(a) of the Code or Section 302(a)(23(3) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdingsa "multiemployer plan" as defined by Section 3(37) of ERISA), and Mezzanine Borrower (i) has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower which is reasonably likely to result in a Material Adverse Effect and is or remains unsatisfied for any taxes or penalties or unfunded contributions with respect to any "employee benefit plan" or any "plan," within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a "multiemployer plan") maintained, contributed to, or required to be contributed to by Mezzanine Borrower and its Restricted Subsidiariesor by any entity that is under common control with Mezzanine Borrower within the meaning Section 4001(a)(14) of ERISA (each, an ERISA AFFILIATE) (each, a “Commonly Controlled Plan”PLAN) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans (other than Plans relating to ERISA Affiliates), if any, where the failure to so contribute is reasonably likely to result in a Material Adverse Effect. Each such Plan (other than Plans relating to ERISA Affiliates), if any, has been and will be likely administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state law; and no action shall be taken or fail to be taken that would result in the disqualification or loss of tax-exempt status of any such Plan intended to be qualified and/or tax exempt; and (b) With respect to any "multiemployer plan," (i) Mezzanine Borrower has not, since September 26, 1980, made or suffered a "complete withdrawal" or a "partial withdrawal," as such terms are respectively defined in Sections 4203 and 4205 of ERISA, (ii) Mezzanine Borrower has made and shall continue to make when due all required contributions to all such "multiemployer plans" and (iii) no ERISA Affiliate has, since September 26, 1980, made or suffered a "complete withdrawal" or a "partial withdrawal," as such terms are respectively defined in Sections 4203 and 4205 of ERISA which withdrawal is reasonably expected to have a Material Adverse Effect Effect. (c) Mezzanine Borrower is not an employee benefit plan, as defined in Section 3(3) of ERISA, whether or not subject to Title I of ERISA, none of the assets of Mezzanine Borrower, Guarantor or Mortgage Borrower constitutes or will constitute plan assets of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101 and result in a direct obligation of Holdings, the Borrower transactions by or with any of its Restricted Subsidiaries Mezzanine Borrower and Mortgage Borrower are not subject to pay moneysimilar laws regulating investment of, and fiduciary obligations with respect to, plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect which prohibit or otherwise restrict the transactions contemplated by this Agreement.

ERISA. (a) Except as would not reasonably be expected, either individually or expected to result in the aggregate, to have a Material Adverse Effect: , (i) neither a Reportable Event nor a failure to meet satisfy the minimum funding standards (within the meaning of Section 412(a) Sections 412 or 430 of the Code or Section 302(a)(2) 303 of ERISA) with respect to periods beginning on ), whether or after January 1not waived, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) 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 Single Employer Plan, and each Single Employer Plan has complied in all material respects with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurredoccurred (other than a standard termination within the meaning of Section 4041(b) of ERISA), and no Lien on the assets or property of any Group Member or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such five-year period; the present value of all accrued benefits under each (iii) there has been no determination that any Single Employer Plan is, or is expected to be, in “at risk” status (based on those assumptions used to fund such Planswithin the meaning of Section 430(i)(4) did not, as of the last annual valuation date prior Code or Section 303(i)(4) of ERISA), (iv) there has been no failure to the date on which this representation is mademake, exceed the value by its due date, a required installment payment under Section 430(j) of the assets of such Code with respect to any Single Employer Plan allocable nor any failure to such accrued benefits; make by its due date a required contribution to a Multiemployer Plan and (iiiv) no Foreign Plan Event has occurred or is reasonably expected to occur. Except as would not reasonably be expected to result in a Material Adverse Effect, none of Holdingsthe Borrower, the Borrower or Subsidiaries nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) Plan, and none of Holdingsthe Borrower, the Borrower or Subsidiaries nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (v) . Except as would not reasonably be expected to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiariesresult in a Material Adverse Effect, no Multiemployer Plan is Insolvent, or in Reorganization “endangered” or Insolvent. “critical” status (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2432(b) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 305(b) of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyERISA).

ERISA. Compliance by the Loan Parties and their Subsidiaries with the provisions hereof and Loans and Letters of Credit contemplated hereby will not involve any Prohibited Transaction within the meaning of ERISA or section 4975 of the Internal Revenue Code or any breach of any other comparable foreign Law. Each Loan Party and each of its Subsidiaries, (ai) Except as would has fulfilled all obligations under minimum funding standards of ERISA and the Code with respect to each Plan that is not reasonably be expecteda Multiemployer Plan or a Multiple Employer Plan, either (ii) has satisfied all respective contribution obligations in respect of each Multiemployer Plan and each Multiple Employer Plan, (iii) is in compliance in all respects with all other applicable provisions of ERISA and the Code with respect to each Plan, each Multiemployer Plan and each Multiple Employer Plan, and (iv) has not incurred any liability under the Title IV of ERISA to the PBGC with respect to any Plan, any Multiemployer Plan, any Multiple Employer Plan, or any trust established thereunder, except (with respect to any matter specified in any of the above clauses), for such matters as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code . No Plan or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1trust created thereunder has been terminated, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made and there have been no ERISA Events, with respect to any Single Plan or trust created thereunder or with respect to any Multiemployer Plan or Multiple Employer Plan, and each Single which termination or ERISA Event has or reasonably could result in the termination of such Plan, Multiemployer Plan or Multiple Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination give rise to a liability of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower Loan Party or any of its Restricted SubsidiariesERISA Affiliate in respect thereof which, during such five-year period; individually or in the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did notaggregate, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in have a liability under ERISA; (iv) none of HoldingsMaterial Adverse Effect. Except as set forth on Schedule 3.15 hereto, neither a Loan Party nor any ERISA Affiliate is at the Borrower date hereof, or has been at any of its Restricted Subsidiaries would become subject to any liability under ERISA if time within the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely five years preceding the date on which this representation is made; and (v) hereof, an employer required to the knowledge of Holdings, the Borrower or contribute to any of its Restricted Subsidiaries, no Multiemployer Plan or Multiple Employer Plan, or a “contributing sponsor” (as such term is defined in Reorganization section 4001 of ERISA) in any Multiemployer Plan or Insolvent. (bMultiple Employer Plan. Each Plan that is intended to be so qualified under section 401(a) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code in fact is so qualified, except for any failure of qualification which individually or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdingsin the aggregate, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would not reasonably be likely expected to have a Material Adverse Effect Effect. Neither any Loan Party nor any ERISA Affiliate has any contingent liability with respect to any post-retirement “welfare benefit plan” (as such term is defined in ERISA) except as has been disclosed prior to the date hereof to the Lender in writing or on any financial statements of the Parent and result in a direct obligation of Holdings, the Borrower its Subsidiaries or any of its Restricted Subsidiaries ERISA Affiliate provided to pay moneythe Lender or except for such contingent liabilities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

ERISA. (aTo the knowledge of Borrower, each Plan is in compliance in all material respects with its terms and all applicable provisions of ERISA. No Prohibited Transaction has occurred with respect to any Plan that could subject Borrower, any of its Subsidiaries, General Partner or any ERISA Affiliate to a tax or penalty imposed under Section 4975 of the Code or Section 502(i) Except of ERISA in an amount that is in excess of $250,000; except as would not reasonably be expected, either individually or likely result in the aggregate, to have a Material Adverse Effect: (i) neither a Change, no Reportable Event has occurred with respect to any Plan within the last six (6) years; except as would not likely result in a Material Adverse Change, no notice of intent to terminate a Plan has been filed nor has any Plan been terminated within the past five (5) years; except as would not likely result in a failure Material Adverse Change, no Multiemployer Plan has been determined to meet be in “endangered status” or “critical status”; except as would not likely result in a Material Adverse Change, none of Borrower, its Subsidiaries, General Partner or ERISA Affiliate has partially or completely withdrawn from a Multiemployer Plan or incurred any liablity with respect to a Multiemployer Plan under Section 4201 of ERISA (or received notice under Section 4219 of ERISA of withdrawal liability with respect to Multiemployer Plan); except as would not likely result in a Material Adverse Change, there has been no filing of a notice of reorganization, insolvency or termination, or treatment of a plan amendment as termination, under 4041A of ERISA; to the knowledge of Borrower, there are no circumstances which constitute grounds under Section 4042 of ERISA entitling the PBGC to institute proceedings to terminate, or appoint a trustee to administer, a Plan, nor has the PBGC instituted any such proceedings; except as would not likely result in a Material Adverse Change, Borrower, its Subsidiaries, General Partner and the ERISA Affiliates have met the minimum funding standards requirements of Section 412 of the Code and Section 302 of ERISA of each with respect to the Plans of each and except as disclosed in the most recent General Partner’s Consolidated Financial Statements there was no Unfunded Current Liability with respect to any Plan established or maintained by each as of the last day of the most recent plan year of each Plan; and except as would not likely result in a Material Adverse Change, Borrower, its Subsidiaries, General Partner and the ERISA Affiliates have not incurred any liability to the PBGC under ERISA (other than for the payment of premiums under Section 4007 of ERISA) which is due and payable for more than 45 days and has not been reserved against. None of the assets of Borrower its Subsidiaries or General Partner under this Agreement constitute “plan assets” of any “employee benefit plan” within the meaning of ERISA or of any “plan” within the meaning of Section 412(a4975(e)(1) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1Code, 2008 or an “accumulated funding deficiency” (within as interpreted by the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA Internal Revenue Service and the Code; (ii) no termination U.S. Department of a Single Employer Plan has occurredLabor in rules, and no Lien in favor of the PBGC regulations, releases or a Single Employer Plan has arisen on the assets of Holdings, the Borrower bulletins or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits as interpreted under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolventapplicable case law. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.

ERISA. The Borrower shall, and shall cause each Significant Subsidiary to, comply in all material respects with the applicable provisions of ERISA, and the Borrower shall furnish to the Administrative Agent and each Lender (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plansoon as possible, and each Single Employer Plan has complied with the material applicable provisions in any event within 30 days after any Responsible Officer of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any ERISA Affiliate either knows or has reason to know that any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of its Restricted Subsidiariesthe Borrower to the PBGC in an aggregate amount exceeding $25,000,000, during a statement of a Financial Officer of the Borrower setting forth details as to such five-year period; Reportable Event and the present action proposed to be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (b) as soon as possible, and in any event within 30 days after any Responsible Officer of the Borrower or any ERISA Affiliate either knows or has reason to know that the value of all accrued benefits under each Single Employer the assets of any Plan is less than 80% of the “funding target” (based on those assumptions used to fund as defined in Code Section 430(d)(1)) of such Plans) did not, Plan as of the last annual valuation date prior to the date on which this representation is madeapplicable thereto, exceed the value a statement of a Financial Officer of the assets of such Single Employer Plan allocable Borrower setting forth details as to such accrued benefits; event, (iiic) none promptly after receipt thereof, a copy of Holdings, any notice the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal ERISA Affiliate may receive from any Multiemployer Plan that has resulted or would reasonably be expected the PBGC relating to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as intention of the valuation date most closely preceding PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the date on which this representation is made; Code) or to appoint a trustee to administer any Plan or Plans and (vd) within 10 days after the due date for filing with the PBGC pursuant to the knowledge Section 430(k) of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code of a notice of failure to make a required installment or other payment with respect to any plan within the meaning a Plan, a statement of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 a Financial Officer of the Code or Section 302 of ERISA that is maintained by Borrower setting forth details as to such failure and the action proposed to be taken with respect thereto, together with a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor copy of such plan that would reasonably be likely notice given to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyPBGC.

ERISA. (a) Except as would is not reasonably be expected, either individually or in the aggregate, likely to have a Material Adverse Effect: : (i) neither a Reportable No ERISA Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to ending on the date on which this representation is made or deemed made or is reasonably expected to occur, with respect to any Plan; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan (other than a Multiemployer Plan) and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan (other than a Multiemployer Plan); (iii) each Plan (other than a Multiemployer Plan) has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; (iv) each Plan (other than a Multiemployer Plan) that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification, and (v) no lien in favor of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No member of the Consolidated Group nor any ERISA Affiliate has incurred, or, to the knowledge of the Borrower, could be reasonably expected to incur, any liability under Title IV of ERISA with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits withdrawal liability under each Single Employer Plan (based on those assumptions used ERISA to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or InsolventMultiple Employer Plan. (bc) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan No prohibited transaction (within the meaning of Section 3(2) of ERISA which is subject to Title IV 406 of ERISA or Section 412 4975 of the Code Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any member of the Consolidated Group or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 302 4975 of ERISA that is maintained by a Commonly Controlled Entity (the Code, or under any agreement or other than Holdings, instrument pursuant to which any member of the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower Consolidated Group or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. There are no pending, or to the knowledge of its Restricted Subsidiaries the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to pay moneyany Plan. (d) No member of the Consolidated Group nor any ERISA Affiliate has any material liability with respect to “expected post-retirement benefit obligations” within the meaning of the Financial Accounting Standards Board Statement No. 106.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have result in a Material Adverse Effect: (i) neither a Reportable Event nor a failure material liability to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries; (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) the Borrower, during the Subsidiaries and each ERISA Affiliate have complied in all material respects with ERISA and, where applicable, the Code regarding each Plan; and (iii) each Plan is, and has been, maintained in substantial compliance with its terms, ERISA and, where applicable, the Code. (b) None of the Borrower, its Subsidiaries or any ERISA Affiliates are required to contribute to, or have any other direct or contingent liability in respect of, any Multiemployer Plan that, when taken together with all other such five-year period; contribution obligations and liabilities to any other Multiemployer Plan, would reasonably be expected to result in a material liability to the Borrower or any of its Subsidiaries. None of the Borrower, its Subsidiaries or any ERISA Affiliate has (i) failed to make any contribution or payment to any Plan or Multiemployer Plan, or made any amendment to any Plan that has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Code, or (ii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under section 4007 of ERISA that are not past due that, in either case of clause (i) or (ii), would reasonably be expected to result in a material liability to the Borrower or any of its Subsidiaries. The present value of all accrued benefits under each Single Employer Plan that is subject to Title IV of ERISA (based on those assumptions used to fund such PlansPlan) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; benefits by a material amount. (iiic) none None of Holdings, the Borrower or the Subsidiaries, nor any ERISA Affiliate, sponsors, maintains, or contributes to an employee welfare benefit plan, as defined in section 3(1) of ERISA, that provides benefits to former employees of such entities, other than continuation coverage under Section 4980B of the Code, that may not be terminated by the applicable plan sponsor in its Restricted Subsidiaries has had a complete or partial withdrawal from sole discretion at any Multiemployer Plan that has resulted or would reasonably be expected time without any material liability, other than the payment of claims incurred as of the date of such termination pursuant to result in a liability under ERISA; the terms of such plan and the requirements of applicable law. (ivd) none None of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject sponsors, maintains or contributes to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans employee pension plan, as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is defined in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section section 3(2) of ERISA which ERISA, that is subject to Title IV of ERISA, section 302 of ERISA or Section section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyCode.

ERISA. (ai) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a no Reportable Event nor a failure has occurred with respect to meet any Single Employer Plan; (ii) no Single Employer Plan has failed to satisfy the minimum funding standards standard (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA) with respect to periods beginning on ), nor applied for or after January 1, 2008 received a waiver of the minimum funding standard or an “accumulated funding deficiency” (extension of an amortization period within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 303 or 304 of ERISA) has occurred ERISA during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and made; (iii) each Single Employer Plan has complied with its terms and with all applicable laws, including without limitation the material applicable provisions of ERISA and the Code; (iiiv) all contributions required to be made with respect to a Single Employer Plan have been made; (v) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such five-year period; (vi) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iiivi) none of the Parent, Holdings, the Borrower or any of its Restricted Subsidiaries has incurred any liability in connection with any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan; and (viii) none of the Parent, Holdings, the Borrower nor any of its Restricted Subsidiaries has had (or reasonably expects to have) a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of HoldingsERISA and, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted SubsidiariesParent and the Borrower, no Multiemployer Plan is in Reorganization or Insolvent. (bii) the Parent, Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(23(3) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than the Parent, Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of the Parent, Holdings, the Borrower or any of and its Restricted Subsidiaries to pay money. (iii) With respect to any Non-U.S. Plan, none of the following events or conditions exists and is continuing that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect: (a) substantial non-compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders; (b) failure to be maintained, where required, in good standing with applicable regulatory authorities; (c) any obligation of the Parent or its Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any such Non-U.S. Plan; (d) any Lien on the property of the Parent or its Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding such a Non-U.S. Plan; (e) for each such Non-U.S. Plan which is a funded or insured plan, failure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities); (f) any facts that, to the best knowledge of the Parent or any of its Subsidiaries, exist that would reasonably be expected to give rise to a dispute and any pending or threatened disputes that, to the best knowledge of the Parent or any of its Subsidiaries, would reasonably be expected to result in a material liability to the Parent or any of its Subsidiaries concerning the assets of any such Non-U.S. Plan (other than individual claims for the payment of benefits); and (g) failure to make all contributions in a timely manner to the extent required by applicable non-U.S. law.

ERISA. (a) Except as would not reasonably be expectedwhere the liability, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (ia) neither a Reportable Event nor a failure to meet satisfy the minimum funding standards with respect to any Single Employer Plan (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) 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 Single Employer Plan, and ; (b) each Single Employer Plan (other than a Multiemployer Plan) has complied in all material respects with the material applicable provisions of ERISA and the Code; (iic) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesand remains outstanding, during such five-year period; (d) the present value of all accrued benefits under each Single Employer Plan (determined based on those the assumptions used by such Single Employer Plans pursuant to fund such PlansSection 430(h) of the Code) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan (as determined pursuant to Section 430(g) of the Code) allocable to such accrued benefitsbenefits in an amount that could reasonably be expected to have a Material Adverse Effect; (iiie) none of Holdings, the Borrower or Loan Parties nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected Plan, and, to result in a liability under ERISA; (iv) the knowledge of the Loan Parties, none of Holdings, the Borrower or Loan Parties nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower Loan Parties or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (vf) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no such Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither Neither a Reportable Event nor a failure to meet the minimum an "accumulated funding standards deficiency" (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) 302 of ERISA) has occurred during the five-year period prior to and is continuing on the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Single Employer Plan has complied in all material respects with the material applicable provisions of ERISA and the Code; (ii) no . No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on and remains in effect against the assets of Holdings, the Borrower or any Commonly Controlled Entity, as of its Restricted Subsidiaries, during such five-year period; the each date on which this representation is made or deemed made. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none benefits by an amount in excess of Holdings, $25,000,000. Neither the Borrower or nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of HoldingsPlan, and neither the Borrower or nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no . No such Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings. Notwithstanding the foregoing, there shall be no breach of the representations set forth in this subsection 4.12 unless the amount of any liability of the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, or any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA which arises or which could reasonably be expected to arise in connection with the sponsor of matters giving rise to such plan that would breach, individually or in the aggregate, could reasonably be likely expected to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyEffect.

ERISA. The General Partner shall use its reasonable best efforts to cause the Partnership to be and remain organized in such a manner as to not be deemed to hold “plan assets” for purposes of ERISA. If at any time the General Partner reasonably believes that the assets of the Partnership are, or are about to become, “plan assets” for purposes of ERISA and, thus, subject to Title I of ERISA, the General Partner shall take such actions within its powers as the General Partner reasonably believes to be appropriate to preclude the assets of the Partnership from becoming “plan assets” under ERISA. If the General Partner reasonably determines that no such actions are reasonably available, the General Partner shall promptly notify all of the Partners of the potential change in “plan assets” status for the Partnership (the “ERISA Notice”) and shall take the following actions: (a) Except as would not reasonably be expected, either individually or in The Partnership shall offer to each Partner that is subject to ERISA (an “ERISA-Covered Partner”) the aggregateopportunity to have such ERISA-Covered Partner’s Interest redeemed by the Partnership, to have a Material Adverse Effect: the extent permitted by applicable law, as follows: (i) neither Any ERISA-Covered Partner which elects to have its Interest redeemed shall notify the Partnership to that effect within ten (10) Business Days after the date of the ERISA Notice. (ii) The Partnership shall redeem the Interest of each such redeeming ERISA-Covered Partner for the Fair Market Value thereof as of the Redemption Date with cash, to the extent available, and a Reportable Event nor promissory note of the Partnership in respect of any remaining balance. (iii) The Partnership shall set a failure date for the redemption of the Interest of each redeeming ERISA-Covered Partner (which date will be no later than thirty (30) days after the date of the ERISA Notice (the “Redemption Date”)). On the Redemption Date, the Partnership shall redeem the Interest of each redeeming ERISA-Covered Partner as set forth in (ii) above. (iv) If all remaining ERISA-Covered Partners do not choose to meet be redeemed as aforesaid, and the minimum funding standards percentage of the interests in the Partnership then held by ERISA-Covered Partners is twenty-five percent (within 25%) or more of the meaning total amount of Section 412(athe interests in the Partnership then held by all Partners (other than the General Partner and its affiliates), the General Partner shall redeem the Interest of each remaining ERISA-Covered Partner in the manner set forth above, either pro rata (based upon each remaining ERISA-Covered Partner’s Capital Commitment in relation to the aggregate Capital Commitments of all remaining ERISA-Covered Partners) or on such other basis as may be required to cause the total value of the investment in the Partnership of ERISA-Covered Partners to be reduced below twenty-five percent (25%) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) total amount of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of Interests then held by all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and Partners. (v) to Notwithstanding the knowledge of Holdingsforegoing, the Borrower Partnership shall not be required to sell any asset if such sale would not be in the best interest of the Partnership or any the other Partners. (vi) A Person shall cease to be a Partner upon the redemption of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolventsuch Person’s entire Interest. (b) HoldingsFrom and after the date that any ERISA-Covered Partner withdraws from the Partnership or has its Interest redeemed as set forth above, the Borrower and its Restricted Subsidiaries have not incurredPartnership shall release such ERISA-Covered Partner from such Partner’s obligations (or that portion of such Partner’s obligations from which such Partner has been released in the event of a partial redemption) to make any further contributions to the Partnership; provided that, and do not reasonably expect prior to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdingssuch release, the Borrower and its Restricted Subsidiaries) (Partnership may require that such Partner make a “Commonly Controlled Plan”) merely by virtue of being treated Capital Contribution to the Partnership in an amount appropriate to repay any Subscription Line Indebtedness which the Partnership is required to repay as a single employer under Title IV of ERISA with the sponsor result of such plan that would reasonably be likely redemption. The Partnership shall use commercially reasonable efforts to have a Material Adverse Effect find other sources to repay such Subscription Line Indebtedness and result in a direct obligation of Holdings, the Borrower or to avoid requiring such Partner to make any of its Restricted Subsidiaries to pay moneysuch Capital Contribution.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during During the five-year period prior to the date on which this representation is made or deemed made: (i) no ERISA Event has occurred, 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 occur, with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination "accumulated funding deficiency," as such term is defined in Section 302 of a Single Employer ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan; (iii) each Plan has occurredbeen maintained, operated, and funded in material compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; and (iv) no Lien in favor of the PBGC or a Single Employer Plan has arisen or is reasonably likely to arise on the assets account of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan (based on those assumptions used to fund such Plans) did notPlan, as of the last annual valuation date prior to the date on which this representation is mademade 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 Single Employer Plan allocable Plan. (c) Neither any Consolidated Party nor any ERISA Affiliate has incurred, or, to such accrued benefits; (iii) none the best knowledge of Holdingsthe Credit Parties, the Borrower or could be reasonably expected to incur, any of its Restricted Subsidiaries has had a complete or partial withdrawal from liability under ERISA to any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or Multiple Employer Plan. Neither any of its Restricted Subsidiaries Consolidated Party nor any ERISA Affiliate would become subject to any withdrawal liability under ERISA if the Borrower any Consolidated Party or such Restricted Subsidiary 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; and (v) to the knowledge of Holdings, the Borrower or . Neither any of its Restricted Subsidiaries, no Consolidated Party nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in Reorganization or Insolvent. reorganization (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(24241 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 Multiemployer Plan is, to the best knowledge of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any Consolidated Party or any ERISA Affiliate to any material liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any Consolidated Party or any ERISA Affiliate has agreed or is required to indemnify any Person against any such material liability. (e) Neither any Consolidated Party nor any ERISA Affiliates has any material liability with respect to "expected post-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 and Section 4980B of the Code apply has been administered in compliance in all material respects of such sections. (f) Neither the execution and delivery of this Credit Agreement nor the consummation of the financing transactions contemplated thereunder will involve any transaction which is subject to Title IV the prohibitions of Sections 404, 406 or 407 of ERISA or in connection with which a tax could be imposed pursuant to Section 412 4975 of the Code Code. The representation by the Credit Parties in the preceding sentence is made in reliance upon and subject to the accuracy of the Lender's representation in Section 10.16 with respect to its source of funds and is subject, in the event that the source of the funds used by the Lender in connection with this transaction is an insurance company's general asset account, to the application of Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995), compliance with the regulations issued under Section 401(c)(1)(A) of ERISA, or the issuance of any other prohibited transaction exemption or similar relief, to the effect that assets in an insurance company's general asset account do not constitute assets of an "employee benefit plan" within the meaning of Section 302 3(3) of ERISA that is maintained by of a Commonly Controlled Entity (other than Holdings, "plan" within the Borrower and its Restricted Subsidiariesmeaning of Section 4975(e)(1) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyCode.

ERISA. (aA) Except Borrower does not maintain or contribute to and is not required to contribute to, an “employee benefit plan” as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of defined by Section 412(a) of the Code or Section 302(a)(23(3) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdingsa “multiemployer plan” as defined by Section 3(37) of ERISA), and Borrower (i) has no knowledge of any material liability which has been incurred or is expected to be incurred by Borrower which is reasonably likely to result in a Material Adverse Effect and is or remains unsatisfied for any taxes or penalties or unfunded contributions with respect to any “employee benefit plan” or any “plan,” within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a “multiemployer plan”) maintained, contributed to, or required to be contributed to by Borrower and its Restricted Subsidiariesor by any entity that is under common control with Borrower within the meaning Section 4001(a)(14) of ERISA (each, an ERISA Affiliate) (each, a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans (other than Plans relating to ERISA Affiliates), if any, where the failure to so contribute is reasonably likely to result in a Material Adverse Effect. Each such Plan (other than Plans relating to ERISA Affiliates), if any, has been and will be likely administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state law; and no action shall be taken or fail to be taken that would result in the disqualification or loss of tax-exempt status of any such Plan intended to be qualified and/or tax exempt; and (B) With respect to any “multiemployer plan,” (i) Borrower has not, since September 26, 1980, made or suffered a “complete withdrawal” or a “partial withdrawal,” as such terms are respectively defined in Sections 4203 and 4205 of ERISA, (ii) Borrower has made and shall continue to make when due all required contributions to all such “multiemployer plans” and (iii) no ERISA Affiliate has, since September 26, 1980, made or suffered a “complete withdrawal” or a “partial withdrawal,” as such terms are respectively defined in Sections 4203 and 4205 of ERISA which withdrawal is reasonably expected to have a Material Adverse Effect Effect. (C) Borrower is not an employee benefit plan, as defined in Section 3(3) of ERISA, whether or not subject to Title I of ERISA, none of the assets of Borrower constitutes or will constitute plan assets of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101 and result transactions by or with Borrower are not subject to similar laws regulating investment of, and fiduciary obligations with respect to, plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in a direct obligation of Holdingseffect (Similar Laws), which prohibit or otherwise restrict the Borrower or any of its Restricted Subsidiaries to pay moneytransactions contemplated by this Agreement.

ERISA. (a) Except as would not reasonably be expected, either individually or expected to result in the aggregate, to have a Material Adverse Effect: , (i) neither a Reportable Event Event, with respect to a Single Employer Plan, nor a failure to meet make any required contribution (including any required installment) under the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) Pension Funding Rules has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any such Single Employer Plan, and (ii) each Single Employer Plan has complied in all respects with the material applicable provisions of ERISA and the Code. Each Single Employer Plan sponsored, maintained or contributed to by Borrower that is intended to meet the requirements of a “qualified plan” under Code Section 401(a) has received a determination from the Internal Revenue Service that such plan is so qualified or may rely on an opinion letter issued by the Internal Revenue Service that such plan is so qualified, and nothing has occurred since the date of such determination that could reasonably be expected to adversely affect the qualified status of such plan in any material respect; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, neither the Borrower or nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would could reasonably be expected to result in a material liability to Borrower under ERISA; (iv) none to the knowledge of HoldingsHoldings and Borrower, the Borrower or any of its Restricted Subsidiaries would not become subject to any material liability under ERISA if the Borrower or such Restricted Subsidiary any Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which of this representation is madeAgreement; and (v) to the knowledge of Holdings, Holdings and the Borrower or any of its Restricted SubsidiariesBorrower, no such Multiemployer Plan is Insolvent and there has been no determination that any Multiemployer Plan is in Reorganization endangered or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan critical status within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 432 of the Code or Section 302 305 of ERISA; and the Borrower has not engaged in any non-exempt “prohibited transaction”, as defined in Section 406 of ERISA and Section 4975 of the Code, in connection with any Plan, that is maintained could reasonably be expected to subject the Borrower to a material liability, tax or penalty imposed by Section 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code. Except as would not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Commonly Controlled Entity has incurred any liability (other than Holdingsincluding any indirect, the Borrower and its Restricted Subsidiariescontingent or secondary liability) (a “Commonly Controlled Plan”) merely by virtue to or on account of being treated as a single employer under Title IV any Plan pursuant to Sections 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA with or Sections 436(f) or 4971 of the sponsor of Code or expects to incur any such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or liability under any of its Restricted Subsidiaries the foregoing sections with respect to pay moneyany Plan.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or Promptly after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted SubsidiariesSubsidiaries knows or has reason to know that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan or Foreign Pension Plan has occurred or exist, during a certificate of the chief financial officer of Borrower setting forth details respecting such five-year period; event or condition and the present value action if any, that Borrower, such Subsidiary or ERISA Affiliate proposes to take with respect thereto (and a copy of all accrued benefits under each Single Employer Plan any report or notice required to be filed with or given to PBGC or an applicable foreign governmental agency by Borrower, such Subsidiary or ERISA Affiliate with respect to such event or condition): (based on those assumptions used to fund such Plansa) did notany reportable event, as defined in Section 4043(c) of ERISA and the last annual valuation date prior regulations issued thereunder, with respect to the date on a Plan which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would could reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the to Borrower or any of its Restricted Subsidiaries would become subject in excess of $5,000,000, other than events for which the 30 day notice period has been waived; (b) the filing under Section 4041(c) of ERISA of a notice of intent to terminate any Plan under a distress termination or the distress termination of any Plan; (c) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Borrower, any of its Subsidiaries or any of its ERISA Affiliates of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan which could reasonably be expected to result in a liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted SubsidiariesSubsidiaries in excess of $5,000,000; (d) the receipt by Borrower, no any of its Subsidiaries or any of its ERISA Affiliates of notice from a Multiemployer Plan that Borrower, any of its Subsidiaries or any of its ERISA Affiliates has incurred withdrawal liability under Section 4201 of ERISA in excess of $5,000,000 or that such Multiemployer Plan is in Reorganization reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect insolvency pursuant to incur, any liability under ERISA Section 4241 or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV 4245 of ERISA or that it intends to terminate or has terminated under Section 412 of the Code or Section 302 4041A of ERISA that whereby a deficiency or additional assessment is maintained by a Commonly Controlled Entity (other than Holdingslevied or threatened to be levied in excess of $5,000,000 against Borrower, the Borrower and any of its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower Subsidiaries or any of its Restricted ERISA Affiliates; (e) the institution of a proceeding by a fiduciary of any Plan or Multiemployer Plan against Borrower, any of its Subsidiaries or any of its ERISA Affiliates to pay moneyenforce Section 515 or 4219(c)(5) of ERISA asserting liability in excess of $5,000,000, which proceeding is not dismissed within 30 days; and (f) that any material contribution required to be made with respect to a Foreign Pension Plan has not been timely made, or that any Borrower or any Subsidiary of such Borrower may incur any material liability pursuant to any Foreign Pension Plan (other than to make contributions in the ordinary course of business).

ERISA. (a) Except as would not reasonably be expectedTo the knowledge of Borrower, either individually or each Plan is in the aggregate, to have a Material Adverse Effect: (i) neither compliance in all material respects with its terms and all applicable provisions of ERISA. Neither a Reportable Event nor a failure Prohibited Transaction has occurred with respect to meet any Plan that, assuming the minimum funding standards (within taxable period of the meaning transaction expired as of the date hereof, could subject Borrower, General Partner or any ERISA Affiliate to a tax or penalty imposed under Section 412(a) 4975 of the Code or Section 302(a)(2502(i) of ERISA) with respect to periods beginning on or after January 1, 2008 or ERISA in an “accumulated funding deficiency” (within the meaning amount that is in excess of Section 412(a) of the Code or Section 302(a)(2) of ERISA) $250,000; no Reportable Event has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan within the last six (6) years; no notice of intent to terminate a Plan has been filed nor has any Plan been terminated within the past five (5) years; Borrower is not aware of any circumstances which constitutes grounds under Section 4042 of ERISA entitling the PBGC to institute proceedings to terminate, or appoint a trustee to administer, a Plan, and each Single Employer Plan nor has complied with the material applicable provisions of ERISA PBGC instituted any such proceedings; Borrower, General Partner and the Code; (ii) no termination ERISA Affiliates have met the minimum funding requirements of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or and Section 302 of ERISA that is of each with respect to the Plans of each and except as disclosed in the Borrower’s Consolidated Financial Statements there was no Unfunded Current Liability with respect to any Plan established or maintained by a Commonly Controlled Entity each as of the last day of the most recent plan year of each Plan; and Borrower, General Partner and the ERISA Affiliates have not incurred any liability to the PBGC under ERISA (other than Holdings, for the payment of premiums under Section 4007 of ERISA) which is due and payable for more than 45 days and has not been reserved against. None of the assets of Borrower and its Restricted Subsidiaries) (a or General Partner under this Agreement constitute “Commonly Controlled Plan”) merely by virtue plan assets” of being treated as a single employer under Title IV any “employee benefit plan” within the meaning of ERISA with the sponsor or of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.40

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Each Plan has complied in all respects with the material ----- applicable provisions of ERISA and the Code; , except to the extent that failure to so comply would not have a Material Adverse Effect. No prohibited transaction or accumulated funding deficiency (iieach as defined in subsection 7.1(h)) no termination of a or Reportable Event has occurred with respect to any Single Employer Plan has occurredwhich would have a Material Adverse Effect, and no Lien in favor of the PBGC or a Single Employer Plan has arisen except as disclosed on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the Schedule 3.10. (b) The present value of all accrued benefits under each Single Employer Plan maintained by the Borrower or a Commonly Controlled Entity (based on those assumptions used to fund such the Plans) ), as calculated on a termination basis, did not, as of the last annual valuation date prior to the date on which this representation is madedate, exceed the value of the assets of such Single Employer Plan the Plans allocable to such accrued benefits; benefits by an amount which exceeds $500,000 or which would have a Material Adverse Effect. (iiic) none of Holdings, Neither the Borrower or nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted for which any liability remains unsatisfied which would exceed $500,000 or which, together with liabilities referred in subsections (b) and (d) hereof, would reasonably be expected to result exceed $500,000 or which in either event would have a liability under ERISA; (iv) none of HoldingsMaterial Adverse Effect, and neither the Borrower or nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject under ERISA to any liability under ERISA which would exceed $500,000 or which, together with other liabilities referred in subsections (b) and (d) hereof or this subsection (c), would exceed $500,000 or which in either event would have a Material Adverse Effect if any of the Borrower or such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all any Multiemployer Plans Plan as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (v) to . To the knowledge best of Holdingsthe Borrower's knowledge, the Borrower or any of its Restricted Subsidiaries, no such Multiemployer Plan is Plans are neither in Reorganization or as defined in Section 4241 of ERISA nor Insolvent. (bd) Holdings, The present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a each Commonly Controlled Entity for post-retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (other than Holdingsas defined in Section 3(1) of ERISA) does not, in the Borrower aggregate, exceed the assets under all such Plans allocable to such benefits by an amount which exceeds $500,000 or which, together with liabilities referred in subsections (b) and its Restricted Subsidiaries(c) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that hereof, exceeds $500,000 or which in either event would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyEffect.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or Borrowers nor any of its their Restricted Subsidiaries has had (or reasonably expects to have) a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of HoldingsERISA and, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, Holdings and the Borrower or any of its Restricted SubsidiariesBorrowers, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower Borrowers and its their Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(23(3) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower Borrowers and its their Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Borrowers and their Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with With respect to any Single Employer Pension Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of failure by Holdings, the Borrower or any of its the Restricted SubsidiariesSubsidiaries or any ERISA Affiliate to satisfy the minimum funding standard required for any plan year or part thereof, during whether or not waived, under Section 412 of the Code; with respect to any Multiemployer Plan, the failure to make any required contribution or payment; a determination that any Pension Plan is in “at-risk” status within the meaning of Section 430 of the Code or Section 303 of ERISA or any Multiemployer Plan is in “endangered or critical status” within the meaning of Section 432 of the Code or Section 305 of ERISA; any Pension Plan is or shall have been terminated or is the subject of termination proceedings by the PBGC under Title IV of ERISA (including the giving of written notice thereof); a determination that a Multiemployer Plan is “insolvent” within the meaning of Section 4245 of ERISA; with respect to any Multiemployer Plan, notification by the administrator of such five-year periodMultiemployer Plan that the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate has incurred or will be assessed Withdrawal Liability to such Multiemployer Plan; the present value PBGC provides written notice of all accrued benefits its intent to terminate any Pension Plan or to appoint a trustee to administer any Pension Plan in a manner that results in a liability under each Single Employer Title IV of ERISA to the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate; an event shall have occurred or a condition shall exist entitling the PBGC to provide written notice of its intent to terminate any Pension Plan; the Borrower or any Restricted Subsidiary or any ERISA Affiliate has incurred or is reasonably likely to incur a liability to or on account of a Pension Plan (based on those assumptions used to fund such Plansor Multiemployer Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069 or 4212(e) did not, as of ERISA or Section 4971 or 4975 of the last annual valuation date prior Code (including the receipt by the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate of written notice thereof); any termination of a Foreign Plan has occurred that gives rise to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of liability for Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary; or any non-compliance with the funding requirements under Applicable Law for any Foreign Plan has had a complete or partial withdrawal occurred; (b) there could result from any Multiemployer Plan that has resulted event or would reasonably be expected to result events set forth in clause (a) of this Section 11.6 the imposition of a liability under ERISA; (iv) none of HoldingsLien, the Borrower granting of a security interest, or any a liability, or the reasonable likelihood of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower incurring a Lien, security interest or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is madeliability; and (vc) to the knowledge of Holdingssuch Lien, the Borrower security interest or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization liability will or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not would be reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.Effect; or

ERISA. The Borrower shall not and shall not permit any ERISA Affiliate to: (a) Except as do any of the following, which in the aggregate would not reasonably be expected, either individually or in the aggregate, expected to have a Material Adverse Effect: : (i) neither engage in any transaction which it knows or has reason to know could result in a Reportable Event nor civil penalty assessed pursuant to Section 502(i) of ERISA or a failure tax imposed by Section 4975 of the Code; (ii) fail to meet make any payments when due to any Multiemployer Plan that the minimum funding standards Borrower or an ERISA Affiliate may be required to make under any agreement relating to such Multiemployer Plan, or any law pertaining thereto; (within iii) incur withdrawal liability under ERISA to a Multiemployer Plan; (iv) voluntarily terminate or, in the meaning case of a "substantial employer" as defined in Section 412(a4001(a)(2) of ERISA, withdraw from any Plan if such termination or withdrawal could result in the imposition of a Lien on the Borrower or an ERISA Affiliate under Section 4068 of ERISA; (v) fail to make any required contribution when due to any Plan subject to Section 412(n) of the Code that with the passage of time would likely result in a Lien upon the properties or assets of the Borrower or an ERISA Affiliate; (vi) adopt any amendment to a Plan the effect of which is to increase the "current liability" under the Plan as defined in Section 302(a)(2302(d)(7) of ERISA; (vii) with respect act or fail to periods beginning on or after January 1act, 2008 or and, as a result thereof, an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect event similar to any Single Employer Plan, and each Single Employer Plan has complied with of those referred to in clauses (i) to (vi) would likely occur under the material applicable provisions of ERISA and the Code; (ii) no termination laws of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year periodforeign country; or (b) permit the present value of all accrued benefits (irrespective of whether vested) under each Single Employer Plan all Plans that have assets less than benefits (based on those assumptions used irrespective of whether vested), to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value "current value" as defined in Section 3(26) of ERISA of the assets of such Single Employer Plan allocable Plans by an aggregate amount of ten thousand dollars ($10,000.00); or (c) permit the adoption, implementation or amendment of any unfunded deferred compensation agreement or other arrangement of a similar nature irrespective of whether subject to such accrued benefits; (iii) none the funding requirements of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would ERISA which could reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyEffect.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of the Parent, Holdings, the Borrower or nor any of its Restricted Subsidiaries has had (or reasonably expects to have) a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of HoldingsERISA and, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted SubsidiariesParent and the Borrower, no Multiemployer Plan is in Reorganization or Insolvent. (b) the Parent, Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(23(3) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than the Parent, Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of the Parent, Holdings, the Borrower or any of and its Restricted Subsidiaries to pay money. (c) With respect to any Pension Plan under the laws of any foreign jurisdiction, none of the following events or conditions exists and is continuing that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect: (a) substantial non-compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders; (b) failure to be maintained, where required, in good standing with applicable regulatory authorities; (c) any obligation of the Parent or its Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any such foreign plan; (d) any Lien on the property of the Parent or its Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding such a foreign plan; (e) for each such foreign plan which is a funded or insured plan, failure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities); (f) any facts that, to the best knowledge of the Parent or any of its Subsidiaries, exist that would reasonably be expected to give rise to a dispute and any pending or threatened disputes that, to the best knowledge of the Parent or any of its Subsidiaries, would reasonably be expected to result in a material liability to the Parent or any of its Subsidiaries concerning the assets of any such foreign plan (other than individual claims for the payment of benefits); and (g) failure to make all contributions in a timely manner to the extent required by applicable non-U.S. law.

ERISA. Neither a “reportable event” (a) Except as would not reasonably be expected, either individually defined in Section 4043 of ERISA or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) regulations issued thereunder with respect to periods beginning on or after January 1a Plan (other than an event for which the 30-day notice period is waived)), 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA) nor a failure to meet the minimum funding standard of Section 412 of the Code has occurred during the fivesix-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, Plan and each Single Employer Plan has complied in all material respects with the material applicable provisions of ERISA and the Code; (ii) no termination . Neither the Borrower nor any ERISA Affiliate of the Borrower incurred any liability under Title IV of ERISA which could reasonably be expected to result in a Single Employer Plan has occurredMaterial Adverse Effect, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such fivesix-year period; the . The present value of all accrued benefits accumulated benefit obligations under each Single Employer Plan (based on those the assumptions used to fund such Plansfor purposes of Statement of Financial Accounting Standards No. 87) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; accumulated benefit obligations by an amount greater than the least of (i) $600,000,000, (ii) 25% of the Consolidated Net Worth, or (iii) none 15% of Holdings, the Consolidated Capitalization. Neither the Borrower nor any ERISA Affiliate of the Borrower has made a filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any of its Restricted Subsidiaries Plan. Neither the Borrower nor any ERISA Affiliate has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would could reasonably be expected to result in a material liability under ERISA; (iv) none of Holdings, ERISA and neither the Borrower or nor any of its Restricted Subsidiaries ERISA Affiliate would become subject to any material liability under ERISA if the Borrower or any such Restricted Subsidiary ERISA Affiliate were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (v) to . To the knowledge of Holdings, the Borrower or any of its Restricted SubsidiariesBorrower’s knowledge, no such Multiemployer Plan is insolvent or in Reorganization or Insolvent. (b) Holdingsreorganization, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyERISA.

ERISA. (ai) Except as would not An ERISA Event that occurs after the Effective Date that, alone or together with any other ERISA Events that have occurred after the Effective Date, has resulted or could reasonably be expectedexpected to result in liability of a Loan Party, either individually any Restricted Subsidiary or any of their respective ERISA Affiliates in the aggregate, an aggregate amount at any particular time that would reasonably be expected to have a Material Adverse Effect: , or (iii) neither a Reportable Event nor a failure Loan Party, any Restricted Subsidiary or any of their respective ERISA Affiliates fails to meet pay when due, after the minimum funding standards (within the meaning expiration of Section 412(a) of the Code or Section 302(a)(2) of ERISA) any applicable grace period, any installment payment with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of its Withdrawal Liability under Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions 4201 of ERISA and the Code; (ii) no termination of under a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that in an aggregate amount, that, alone or together with any other such failures to pay, has resulted or would reasonably be expected to result in a liability under ERISAMaterial Adverse Effect; or (iviii) none as of Holdingsany date, the Borrower a Loan Party, any Restricted Subsidiary or any of its Restricted Subsidiaries would become subject their respective ERISA Affiliates (x) shall have made contributions to any liability under ERISA if Multiemployer Plan during the immediately preceding twelve month period ending on such date that exceed in value in the aggregate among all such Persons the Pension Contribution Cap for such period or (y) is projected or reasonably expected (in each case by the Borrower in good faith) to make contributions to any Multiemployer Plan in the next twelve month period that exceed in the aggregate among all such Persons the Pension Contribution Cap for such period (provided that such Pension Contribution Cap may be exceeded solely to facilitate a compromise, settlement, rearrangement or other restructuring of liabilities under such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as Plan with the consent of the valuation Required Lenders (such consent not to be unreasonably withheld, delayed or conditioned or denied)); provided that this clause (iii) shall not apply if on the applicable date of determination Consolidated EBITDA for the most closely preceding recent Test Period ending prior to such date of determination as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a) on or prior to such date on which this representation is madeof determination exceeds $400,000,000; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.or

ERISA. (a) Except as would not No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expectedexpected to result in a Material Adverse Effect. Except as, either individually or in the aggregate, has not had, and could not reasonably be expected to have result in, a Material Adverse Effect: , the Borrower and its Subsidiaries and their ERISA Affiliates (i) neither a Reportable Event nor a failure to meet have fulfilled their respective obligations under the minimum funding standards (within the meaning of Section 412(a) of ERISA and the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, each Plan and each Single Employer Plan has complied are in compliance with the material applicable provisions of ERISA and the Code; , and (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of have not incurred any liability to the PBGC or any Plan or Multiemployer Plan (other than to make contributions in the ordinary course of business). (b) Except as, either individually or in the aggregate, has not had, and could not reasonably be expected to result in, a Single Employer Material Adverse Effect, (i) each Foreign Pension Plan has arisen been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, (ii) all contributions required to be made with respect to a Foreign Pension Plan have been timely made, (iii) neither the Borrower nor any of its Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan and (iv) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan that is required to be funded, determined as of the end of the most recently ended Fiscal Year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of Holdings, such Foreign Pension Plan allocable to such benefit liabilities. (c) None of the Borrower or any of its Restricted Subsidiaries, during such five-year period; Subsidiaries is an entity deemed to hold “plan assets” (within the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as meaning of the last annual valuation date prior to the date on which this representation is madePlan Asset Regulations), exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdingsthe Borrower, none of the Borrower execution, delivery or performance of the transactions contemplated under this Agreement, including the making of any Loan and the issuance of its Restricted Subsidiariesany Letter of Credit hereunder, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect will give rise to incur, any liability a non-exempt prohibited transaction under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV 406 of ERISA or Section 412 4975 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyCode.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: , (ia) neither a Reportable Event which would reasonably be expected to result in the termination of a Plan nor a failure of any Plan to meet satisfy the minimum funding standards (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA) with respect applicable to periods beginning on such Plan, in each instance whether or after January 1not waived, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made on the date of any Extension of Credit with respect to any Single Employer Plan, ; (b) each Plan and each Single Employer Multiemployer Plan has complied in all material respects with the material applicable provisions of ERISA and the Code; (iic) no termination of a Single Employer Plan has occurred, and no Lien (other than Liens permitted under subsection 8.3) on assets of the Company or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such five-year period; and (d) the present value of all accrued benefits under each Single Employer Plan (based on those the assumptions used to fund such Plansfor purposes of Statement of Financial Accounting Standards No. 87) did not, as of the last annual valuation date prior to the date on which this representation is mademade or deemed made on the date of any Extension of Credit, exceed the fair market value of the assets of such Single Employer Plan allocable to such accrued benefits; . Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, (iiii) none of Holdings, neither the Borrower or Company nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISAPlan; (ivii) none of Holdings, neither the Borrower or Company nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if (A) the Borrower Company or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and made or deemed made or (vB) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no such Multiemployer Plan is in Reorganization or Insolvent. Insolvent or is in “endangered” or “critical” status (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 432 of the Code or Section 302 305 of ERISA that is maintained by a ERISA). The present value (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 106) of the liability of the Company and each Commonly Controlled Entity for accrued post-retirement benefits to be provided to their current and former employees under welfare benefit plans (other than Holdingsas defined in Section 3(1) of ERISA) does not, in the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely aggregate, exceed the fair market value of the assets under all such plans allocable to such benefits by virtue an amount in excess of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money$25,000,000.

ERISA. (a) Except Mezzanine Borrower does not maintain or contribute to and is not required to contribute to, an "employee benefit plan" as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of defined by Section 412(a) of the Code or Section 302(a)(23(3) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdingsa "multiemployer plan" as defined by Section 3(37) of ERISA), and Mezzanine Borrower (i) has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower which is reasonably likely to result in a Material Adverse Effect and is or remains unsatisfied for any taxes or penalties or unfunded contributions with respect to any "employee benefit plan" or any "plan," within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a "multiemployer plan") maintained, contributed to, or required to be contributed to by Mezzanine Borrower and its Restricted Subsidiariesor by any entity that is under common control with Mezzanine Borrower within the meaning Section 4001(a)(14) of ERISA (each, an ERISA Affiliate) (each, a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans (other than Plans relating to ERISA Affiliates), if any, where the failure to so contribute is reasonably likely to result in a Material Adverse Effect. Each such Plan (other than Plans relating to ERISA Affiliates), if any, has been and will be likely administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state law; and no action shall be taken or fail to be taken that would result in the disqualification or loss of tax-exempt status of any such Plan intended to be qualified and/or tax exempt; and (b) With respect to any "multiemployer plan," (i) Mezzanine Borrower has not, since September 26, 1980, made or suffered a "complete withdrawal" or a "partial withdrawal," as such terms are respectively defined in Sections 4203 and 4205 of ERISA, (ii) Mezzanine Borrower has made and shall continue to make when due all required contributions to all such "multiemployer plans" and (iii) no ERISA Affiliate has, since September 26, 1980, made or suffered a "complete withdrawal" or a "partial withdrawal," as such terms are respectively defined in Sections 4203 and 4205 of ERISA which withdrawal is reasonably expected to have a Material Adverse Effect Effect. (c) Mezzanine Borrower is not an employee benefit plan, as defined in Section 3(3) of ERISA, whether or not subject to Title I of ERISA, none of the assets of Mezzanine Borrower, Guarantor or Mortgage Borrower constitutes or will constitute plan assets of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101 and result in a direct obligation of Holdings, the Borrower transactions by or with any of its Restricted Subsidiaries Mezzanine Borrower, Guarantor or Mortgage Borrower are not subject to pay moneysimilar laws regulating investment of, and fiduciary obligations with respect to, plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect which prohibit or otherwise restrict the transactions contemplated by this Agreement.

ERISA. Borrower and any Commonly Controlled Entity do not maintain or contribute to any Plan which is not in substantial compliance with ERISA, or any Single Employer Plan which has incurred any accumulated funding deficiency within the meaning of sections 412 and 418 of the Code or which has applied for or obtained a waiver from the Internal Revenue Service of any minimum funding requirement under section 412 of the Code. Borrower and any Commonly Controlled Entity have not incurred any liability to the PBGC in connection with any Plan covering any employees of Borrower or any Commonly Controlled Entity in amount exceeding Fifty Thousand Dollars (a$50,000) Except as would not reasonably be expectedin the aggregate or ceased operations at any facility or withdrawn from any Plan in a manner which could subject any of them to liability under sections 4062(e), either individually 4063 or 4064 of ERISA in amount exceeding Fifty Thousand Dollars ($50,000) in the aggregate, and know of no facts or circumstance which might give rise to any liability of Borrower or any Commonly Controlled Entity to the PBGC under Title IV of ERISA in amount exceeding Fifty Thousand Dollars ($50,000) in the aggregate. Borrower and any Commonly Controlled Entity have a Material Adverse Effect: not incurred any withdrawal liability in amount exceeding Fifty Thousand Dollars (i$50,000) neither a Reportable Event nor a failure in the aggregate (including but not limited to meet the minimum funding standards (any contingent or secondary withdrawal liability) within the meaning of Section 412(a) sections 4201 and 4202 of ERISA, to any Multiemployer Plan, and no event has occurred, and there exists no condition or set of circumstances known to the Borrower, which presents a risk of the Code occurrence of any withdrawal from or Section 302(a)(2the partition, termination, reorganization or insolvency of any Multiemployer Plan which could result in any liability to a Multiemployer Plan in amount exceeding Fifty Thousand Dollars ($50,000) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated in the aggregate. Except for payments for which the minimum funding deficiency” (within the meaning of Section 412(a) requirement has been waived under section 412 of the Code Code, full payment has been made of all amounts which Borrower and any Commonly Controlled Entity are required to have paid as contributions to any Plan under applicable law or Section 302(a)(2under any plan or any agreement relating to any Plan to which Borrower or any Commonly Controlled Entity is a party. Borrower and each Commonly Controlled Entity have made adequate provision for reserves to meet contributions that have not been made because they are not yet due under the terms of any Plan or related agreements. Neither Borrower nor any Commonly Controlled Entity has any knowledge, nor do any of them have any reason to believe, that any Reportable Event which could result in a liability or liabilities of Fifty Thousand Dollars ($50,000) of ERISA) or more in the aggregate has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan. Neither Borrower nor any Commonly Controlled Entity maintain, and each Single Employer Plan contributes to, or is required to make or accrue a contribution or has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor within any of the PBGC six preceding years maintained, contributed to or been required to make or accrue a Single Employer contribution to any Plan has arisen on the assets subject to regulation under Title IV of HoldingsERISA, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV the minimum funding requirements of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than HoldingsERISA, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyMultiemployer Plan.

ERISA. (a) Except as would not reasonably be expectedSubject to the last sentence of this Section 4.01(m), either individually the Borrower, each Guarantor, each Subsidiary of the Borrower or any Guarantor and each ERISA Affiliate are in the aggregate, to have a Material Adverse Effect: (i) neither compliance in all material respects with all applicable provisions of ERISA. Neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) Prohibited Transaction has occurred during the five-year period prior to the date on which this representation and is made continuing with respect to any Single Employer Plan; no notice of intent to terminate a Plan in a distress termination has been filed nor has any Plan been terminated under such circumstances; no circumstances exist which constitute grounds under Section 4042 of ERISA entitling the PBGC to institute proceedings to terminate, or appoint a trustee to administrate, a Plan, and each Single Employer Plan nor has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on instituted any such proceedings; neither the assets Borrower, any Guarantor, any Subsidiary of Holdings, the Borrower or any Guarantor, nor any ERISA Affiliate has completely or partially withdrawn under Sections 4201 or 4204 of its Restricted SubsidiariesERISA from a Multiemployer Plan which would result in a Material Adverse Change; the Borrower, during such five-year period; each Guarantor, each Subsidiary of the Borrower or any Guarantor and each ERISA Affiliate have met their minimum funding requirements under ERISA with respect to all of their Plans and the present fair market value of all Plan assets exceeds the present value of all accrued vested benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did notPlan, as determined on the most recent valuation date of the last annual valuation date prior to Plan in accordance with the date on which this representation is made, exceed provisions of ERISA for calculating the value potential liability of the assets of Borrower, such Single Employer Plan allocable to Guarantor, any such accrued benefits; (iii) none of Holdings, the Borrower Subsidiary or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected ERISA Affiliate to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA PBGC or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer Plan under Title IV of ERISA; and neither the Borrower, such Guarantor, any such Subsidiary nor any ERISA with Affiliate has incurred any liability to the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of HoldingsPBGC under ERISA. Notwithstanding the foregoing, the Borrower representations and warranties contained in this Section 4.01(m) are qualified to the extent that if any such representation or any warranty applies to a Plan maintained by an ERISA Affiliate, such representation or warranty shall be deemed to be to the best knowledge of its Restricted Subsidiaries to pay moneythe Borrower.

ERISA. (ai) Except as With respect to any Pension Plan, the failure by the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate to satisfy the minimum funding standard required for any plan year or part thereof, whether or not waived, under Section 412 of the Code; with respect to any Multiemployer Plan, the failure to make any required contribution or payment; a determination that any Pension Plan is in “at-risk” status within the meaning of Section 430 of the Code or Section 303 of ERISA or any Multiemployer Plan is in “endangered or critical status” within the meaning of Section 432 of the Code or Section 305 of ERISA; any Pension Plan is or shall have been terminated or is the subject of termination proceedings by the PBGC under Title IV of ERISA (including the giving of written notice thereof); a determination that a Multiemployer Plan is “insolvent” within the meaning of Section 4245 of ERISA; with respect to any Multiemployer Plan, notification by the administrator of such Multiemployer Plan that the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate has incurred or will be assessed Withdrawal Liability to such Multiemployer Plan; the PBGC provides written notice of its intent to terminate any Pension Plan or to appoint a trustee to administer any Pension Plan in a manner that results in a liability under Title IV of ERISA to the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate; an event shall have occurred or a condition shall exist entitling the PBGC to provide written notice of its intent to terminate any Pension Plan; the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate has incurred or is reasonably likely to incur a liability to or on account of a Pension Plan or Multiemployer Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069 or 4212(c) of ERISA or Section 4971 or 4975 of the Code (including the receipt by the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate of written notice thereof); any termination of a Foreign Plan has occurred that gives rise to liability for the Borrower or any Restricted Subsidiary; or any non-compliance with the funding requirements under Applicable Law for any Foreign Plan has occurred; (ii) there could result from any event or events set forth in clause (i) of this Section 12.6 the imposition of a Lien, the granting of a security interest, or a liability, or the reasonable likelihood of incurring a Lien, security interest or liability; and (iii) such Lien, security interest or liability will or would not be reasonably be expected, either individually or in the aggregate, likely to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.or

ERISA. Within 30 days after the Borrower knows that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a Responsible Officer of the Borrower setting forth details respecting such event or condition and the action, if any, that the Borrower or its ERISA Affiliate proposes to take with respect thereto (a) Except as would not reasonably and a copy of any report or notice required to be expected, either individually filed with or in given to PBGC by the aggregate, Borrower or an ERISA Affiliate with respect to have a Material Adverse Effect: such event or condition): (i) neither a any Reportable Event nor and any request for a failure waiver under Section 412(d) of the Code for any Plan; (ii) the distribution under Section 4041 of ERISA of a notice of intent to meet terminate any Plan or any action taken by the minimum funding standards Borrower or an ERISA Affiliate to terminate any Plan, in each case with respect to which there are insufficient assets to pay benefits as they become due; (within iii) the meaning institution by PBGC of proceedings under Section 412(a4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; (iv) the complete or partial withdrawal from a Multiemployer Plan by the Borrower or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by the Borrower or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA; and (v) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code or Section 302(a)(2) 307 of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within would result in the meaning loss of Section 412(a) tax-exempt status of the Code or Section 302(a)(2) trust of ERISA) has occurred during the five-year period prior to the date on which this representation such Plan is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA part if the Borrower or such Restricted Subsidiary were an ERISA Affiliate fails to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) timely provide security to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA accordance with the sponsor provisions of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneysaid Sections.

ERISA. Each of the Borrower, Holdings, and the other Members of the Consolidated Group will timely pay and discharge all obligations and liabilities arising under ERISA or otherwise with respect to each Plan or Foreign Plan of a character which if unpaid or unperformed might result in the imposition of a material Lien against any properties or assets of the Borrower, Holdings or any other material Member of the Consolidated Group, and will promptly notify the Administrative Agent upon an officer of the Borrower or Holdings becoming aware thereof, of (ai) Except the occurrence of any reportable event (as would not defined in ERISA) relating to a Plan (other than a Multi-Employer Plan) so long as the event thereunder could reasonably be expected, either individually or in the aggregate, expected to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) , other than any such event with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within which the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) PBGC has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Codewaived notice by regulation; (ii) no receipt of any notice from PBGC of its intention to seek termination of any Plan or appointment of a Single Employer Plan has occurred, and no Lien in favor trustee therefor; (iii) the intention of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as other Member of the last annual valuation date prior Consolidated Group to terminate or withdraw from any Plan if such termination or withdrawal would result in liability under Title IV of ERISA, unless such termination or withdrawal could not reasonably be expected to have a Material Adverse Effect; and (iv) the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, receipt by the Borrower or any other Members of its Restricted Subsidiaries has had a complete or partial withdrawal from the Consolidated Group of notice of the occurrence of any Multiemployer Plan event that has resulted or would could reasonably be expected to result in a the incurrence of any liability under ERISA; (iv) none of Holdingsother than for benefits), fine or penalty to the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as other Members of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of HoldingsConsolidated Group, the Borrower or any plan amendment that could reasonably be expected to increase the contingent liability of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurredany other Members of the Consolidated Group, and do taken as a whole, in either case in connection with any post-retirement benefit under a welfare plan (subject to ERISA), unless such event or amendment could not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely expected to have a Material Adverse Effect Effect. The Borrower will also promptly notify the Administrative Agent of (i) any material contributions to any Foreign Plan that have not been made by the required due date for such contribution if such default could reasonably be expected to have a Material Adverse Effect; (ii) any Foreign Plan that is not funded to the extent required by the law of the jurisdiction whose law governs such Foreign Plan based on the actuarial assumptions reasonably used at any time if such underfunding (together with any penalties likely to result) could reasonably be expected to have a Material Adverse Effect, and result in (iii) any material change anticipated to any Foreign Plan that could reasonably be expected to have a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyMaterial Adverse Effect.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither Neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA) has occurred during the five-five year period prior to the date on which this representation is made or deemed made with respect to any Single Employer ERISA Plan, and each Single Employer ERISA Plan has complied in all material respects with the material applicable provisions of ERISA and the Code; (ii) no Code except for any failures which could not be reasonably expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred resulting in any material liability that has remained underfunded, and no Lien in favor of the PBGC or a Single Employer an ERISA Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such five-five year period; the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such ERISA Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer ERISA Plan allocable to such accrued benefits; benefits by a material amount. Neither the Borrower, any Restricted Subsidiary nor any Commonly Controlled Entity is currently subject to any liability for a complete or partial withdrawal from a Multiemployer Plan except for liabilities which could not be reasonably expected to result in a Material Adverse Effect. (iiib) none None of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected is an entity deemed to result in a liability under ERISA; hold “plan assets” (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of the Plan Asset Regulations), and neither the execution, delivery nor performance of the transactions contemplated under this Agreement, including the making of any Loan and the issuance of any Letter of Credit hereunder, will give rise to a non-exempt prohibited transaction under Section 3(2) of ERISA which is subject to Title IV 406 of ERISA or Section 412 4975 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyCode.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) No Plan is or has been a Multiemployer Plan. Except for the Seller, neither a Xxxxx nor any ERISA Affiliate of Xxxxx has maintained any Plan which is subject to Title IV of ERISA. No Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) 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 Single Employer PlanPlan of the Seller, and each Single Employer such Plan has complied in all material respects with the material applicable provisions of ERISA and the Code; (ii) no termination provided, that any non-compliance by the Plan with the applicable provisions of a Single Employer Plan has occurredERISA or the Code that is reasonably likely to, and no Lien in favor of the PBGC MBIA's sole discretion, subject Xxxxx to any tax, penalty or a Single Employer Plan has arisen on the assets of Holdingsother liability, the Borrower or any of its Restricted Subsidiaries, during such fiveshall be deemed material non-year period; the compliance. The present value of all accrued benefits under each Single Employer such Plan (based on those assumptions used to fund such the Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; . (ii) If required to be filed, Schedule B (Actuarial Information) to each most recent annual report (Form 5500 Series) has been filed for each applicable Plan with the IRS and copies of such Schedule have been furnished to the Program Manager and Xxxxx. Each such Schedule is complete and accurate in all material respects and fairly presents the funding status of such applicable Plan. (iii) none Each Plan which is intended to be qualified under Section 401(a) of Holdingsthe Code is so qualified, and each trust related to any such Plan has been determined to be exempt from federal income tax under Section 501(a) of the Code, and neither Xxxxx nor any ERISA Affiliate has materially breached any of the responsibilities, obligations or duties imposed on it by ERISA, the Borrower Code or regulations promulgated thereunder with respect to any Plan; provided, that any breach of any of the responsibilities, obligations or duties imposed on Xxxxx or an ERISA Affiliate by ERISA, the Code or regulations promulgated thereunder with respect to any Plan, which breach is reasonably likely to, in MBIA's sole discretion, subject Xxxxx to any tax, penalty or other liability, shall be deemed a material breach. (iv) Neither Xxxxx nor any ERISA Affiliate 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, Section 4980B of the Code, or any substantially similar state or local law. (v) No Plan has incurred any accumulated funding deficiency (as defined in Section 302 of its Restricted Subsidiaries ERISA and 412(a) of the Code), whether or not waived. (vi) Neither Xxxxx nor any ERISA Affiliate nor any fiduciary of any Plan (i) has had engaged in a nonexempt prohibited transaction described in Sections 406 of ERISA or 4975 of the Code or (ii) has taken or failed to take any action which would constitute or result in an ERISA Termination Event. (vii) Neither Xxxxx nor any ERISA Affiliate has incurred, and no condition exists or event or transaction has occurred with respect to any Plan that could result in, any withdrawal liability under Section 4201 of ERISA that remains unpaid or liability to the PBGC which remains outstanding other than the payment of premiums, and there are no such premium payments which have become due which are unpaid. (viii) Neither Xxxxx nor any ERISA Affiliate has (i) failed to make a required contribution or payment to a Plan, (ii) made a complete or partial withdrawal from any a Multiple Employer Plan or a Multiemployer Plan that has resulted or would reasonably be expected (iii) failed to result in make a liability under ERISA; (iv) none of Holdings, the Borrower required installment or any of its Restricted Subsidiaries would become subject to any liability other required payment under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code on or before the due date for such installment or other payment. (ix) Neither Xxxxx nor any ERISA Affiliate is required to provide security to a Plan under Section 302 401(a)(29) of ERISA the Code due to a Plan amendment that is maintained by a Commonly Controlled Entity (other than Holdings, results in an increase in current liabilities for the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyyear.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or nor any of its Restricted Subsidiaries has had (or reasonably expects to have) a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of HoldingsERISA and, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, Holdings and the Borrower or any of its Restricted SubsidiariesBorrower, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(23(3) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of and its Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not result in or would not reasonably be expected, either individually or expected to result in the aggregate, to have a Material Adverse Effect: : (i) neither a Reportable No ERISA Event nor a failure has occurred, and, to meet the minimum funding standards (within the meaning of Section 412(a) best knowledge of the Code Borrower, each of its Subsidiaries and each ERISA Affiliate, no event or Section 302(a)(2) condition has occurred or exists as a result of ERISA) which any ERISA Event could reasonably be expected to occur, with respect to periods beginning on or after January 1, 2008 or an any Plan; (ii) no “accumulated funding deficiency,” (within as such term is defined in Section 302 of ERISA and Section 412 of the meaning Code, whether or not waived, has occurred with respect to any Plan and no application for a funding waiver or an extension of any amortization period pursuant to Section 412(a) 412 of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is been made with respect to any Single Employer Plan; (iii) each Plan has been maintained, operated, and each Single Employer Plan has complied funded in compliance with its own terms and in material compliance with the material applicable provisions of ERISA and ERISA, the Code, and any other applicable federal or state laws; (iiiv) no termination each Plan that is intended to qualify under Section 401(a) of the Code has received a Single Employer Plan favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Borrower, each of its Subsidiaries and each ERISA Affiliate, nothing has occurredoccurred which would prevent, or cause the loss of, such qualification; and (v) no Lien in favor of the PBGC or a Single Employer Plan has arisen or is reasonably likely to arise on the assets account of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or InsolventPlan. (b) Holdings, Neither the Borrower and its Restricted Subsidiaries have not nor any Subsidiary of the Borrower nor any ERISA Affiliate has incurred, and do not or, to the best of each such party’s knowledge, is reasonably expect expected to incur, any liability under Title IV of ERISA or the Code with respect to any plan Single Employer Plan, or any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 3(24241 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 Multiemployer Plan is, to the best of each such Person’s knowledge, reasonably expected to be in reorganization, insolvent, or terminated. Neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA which is subject to Title IV ERISA. (c) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 412 4975 of the Code Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 302 4975 of ERISA that is maintained by a Commonly Controlled Entity (the Code, or under any agreement or other than Holdingsinstrument pursuant to which the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. There are no pending or, to the best knowledge of the Borrower, each of its Subsidiaries and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely each ERISA Affiliate, threatened claims, actions or lawsuits, or action by virtue of being treated as a single employer under Title IV of ERISA any Governmental Authority, with the sponsor of such plan respect to any Plan that would could reasonably be likely expected to have a Material Adverse Effect Effect. (d) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and result Section 4980B of the Code apply has been administered in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneycompliance in all material respects with such sections.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither Neither a Reportable Event nor a failure to meet the minimum an "accumulated funding standards deficiency" (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) 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 Single Employer Plan, and each Single Employer Plan (other than a Multiemployer Plan or a multiemployer welfare plan maintained pursuant to a collective bargaining agreement) has complied in all material respects with the material applicable provisions of ERISA and the Code; (ii) no . No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such five-year period; the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, . Neither the Borrower or nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or Plan, and, to the knowledge of the Borrower, the Borrower would reasonably be expected not become subject to result in a any material liability under ERISA; (iv) none of HoldingsERISA if Global Signal, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (v) to . To the knowledge of Holdings, the Borrower or any of its Restricted SubsidiariesBorrower, no such Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, . Except to the Borrower and its Restricted Subsidiaries have extent that any such excess could not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of HoldingsEffect, the present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Borrower and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) other than such liability disclosed in the financial statements of Global Signal or any of its Restricted Subsidiaries the Borrower does not, in the aggregate, exceed the assets under all such Plans allocable to pay moneysuch benefits.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither Neither a Reportable Event nor a failure to meet the minimum an "accumulated funding standards deficiency" (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) 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 Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no Code where the failure to so comply could reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred so as to subject, directly or indirectly, any asset of the Borrower or any Commonly Controlled Entity to any liability, contingent or otherwise, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such five-year period; the . The present value of all the accrued benefits benefit obligations under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, benefit obligations. Neither the Borrower or nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of HoldingsPlan, and neither the Borrower or nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no . No such Multiemployer Plan is in Reorganization or Insolvent. . The present value (bdetermined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) Holdings, of the liability of the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (other than Holdingsas defined in Section 3(1) of ERISA) does not, in the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer aggregate, exceed the assets under Title IV of ERISA with the sponsor of all such plan that would reasonably be likely Plans allocable to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneysuch benefits.

ERISA. (a) Except as would not reasonably be expecteddisclosed in the Registration Statement and the Prospectus, either the Company and its Subsidiaries are in compliance with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”), except for any noncompliance that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect: . Except as disclosed in the Registration Statement and the Prospectus, no “reportable event” (as defined in section 4043 of ERISA) for which the Pension Benefit Guaranty Corporation has not waived the notice requirement has occurred in the past three years with respect to any “pension plan” (as defined in ERISA) for which the Company and its Subsidiaries would reasonably expect to have any liability. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries have not incurred and do not reasonably expect to incur liability under (i) neither a Reportable Event nor a failure Title IV of ERISA with respect to meet termination of, or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the minimum funding standards (within Code. Except as disclosed in the meaning of Registration Statement and the Prospectus, each “pension plan” for which the Company or its Subsidiaries would have any liability that is intended to be qualified under Section 412(a401(a) of the Code has received a favorable determination or Section 302(a)(2) of ERISA) with respect opinion letter to periods beginning on or after January 1that effect and, 2008 or an “accumulated funding deficiency” (within to the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) Company’s knowledge, no event has occurred during the five-year period prior to since the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan letter that has resulted or would could reasonably be expected to result in the loss of such qualification. (kk) CF&Co Purchases. The Company acknowledges and agrees that CF&Co has informed the Company that CF&Co may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell shares of Common Stock for its own account while this Agreement is in effect, provided, that (i) no such purchase or sales shall take place while a liability under ERISA; Placement Notice is in effect (ivexcept to the extent CF&Co may engage in sales of Placement Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity) none of Holdings, and (ii) the Borrower Company shall not be deemed to have authorized or any of its Restricted Subsidiaries would become subject consented to any liability under ERISA if the Borrower such purchases or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolventsales by CF&Co. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.

ERISA. Except as set forth on Schedule 4.22, with respect to each Benefit Plan that is an employee pension benefit plan (as defined in Section 3(2) of ERISA (an "ERISA Plan")): (a) Except as would not reasonably be expectedEach of BGH Holdings, either individually or in BRH Holdings and the aggregateCompanies has, with respect to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet each ERISA Plan, fulfilled the obligations under the minimum funding standards (within the meaning of Section 412(a) of ERISA and the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation and is made with respect to any Single Employer Plan, and each Single Employer Plan has complied in compliance in all material respects with the material applicable provisions of ERISA and the Code; , and (i) has not incurred any liability to the Pension Benefit Guaranty Corporation or under an ERISA Plan, (ii) to Seller's knowledge, has not received any written notice providing that BGH Holdings, BRH Holdings or the Companies has any liability to the Pension Benefit Guaranty Corporation or under an ERISA Plan, and (iii) to Seller's knowledge, no event has occurred which would be reasonably likely to result in liability to the Pension Benefit Guaranty Corporation or under an ERISA Plan, in each case in connection with the termination of an ERISA Plan pursuant to Title IV of ERISA, where such liability would have a Single Employer material adverse effect on the financial condition of BGH Holdings, BRH Holdings or the Companies; (b) With respect to any ERISA Plan, there have been no prohibited transactions (as defined in Section 4975(c) of the Code and Section 406 of ERISA) or reportable events (as defined in Section 4043(b) of ERISA and regulations thereunder); (c) Each ERISA Plan which is intended to be a qualified plan under Section 401(a) of the Code is qualified under Code Section 401(a) and has occurred, received a favorable determination letter from the Internal Revenue Service and no Lien such letter has been revoked or threatened to be revoked; (d) No withdrawal liability (as defined in favor of the PBGC ERISA Section 4201) has been incurred by or a Single Employer Plan has arisen on the assets of asserted against BGH Holdings, BRH Holdings, the Borrower Companies or any of its Restricted SubsidiariesERISA Affiliates with respect to a withdrawal from any multiemployer pension (as defined in Section 3(37) of ERISA) or any contractually imposed withdrawal liability under any multiemployer health and welfare plan which has not been satisfied in full. To Seller's knowledge, during such five-year period; no liability could be imposed against any of BGH Holdings, BRH Holdings or any of the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did notCompanies for any withdrawal liability, as defined in ERISA Section 4201, if as of the last annual valuation date prior to the date on which this representation is madeClosing Date, exceed the value any of the assets Companies or any ERISA Affiliate were to have a complete withdrawal, as defined in ERISA Section 4203, from any multiemployer plan, as defined in ERISA Section 3(37). No liability has been assessed against any of such Single Employer Plan allocable to such accrued benefits; (iii) none of BGH Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA BRH Holdings or the Code Companies under Title IV of ERISA with respect to any ERISA Plan or any other employee pension benefit plan, as defined in ERISA Section 3(2), contributed to or maintained by an ERISA Affiliate; (e) Except as set forth on Schedule 4.22, all material reports, returns and similar documents with respect to the Benefit Plans required to be filed with any government agency or distributed to any Benefit Plan participant have been duly and timely filed or distributed; (f) Each of BGH Holdings, BRH Holdings and the Companies has complied with the notice and continuation coverage requirements of Section 4980B of the Code and the regulations thereunder ("COBRA") with respect to each Benefit Plan that is a group health plan within the meaning of Section 3(25000(b)(1) of ERISA the Code; (g) Except as set forth on Schedule 4.22, there are no pending investigations by any governmental agency involving the Benefit Plans, no termination proceedings involving the Benefit Plans, and no threatened or pending claims (except for claims for benefits payable in the normal operation of the Benefit Plans), suits or proceedings against any Benefit Plans asserting any rights or claims to benefits under any Benefit Plan which could give rise to any material liability, nor to the knowledge of Seller, are there any facts which could rise to any material liability in the event of any such investigation, claim, suit or proceeding; (h) Except as set forth on Schedule 4.22, no payment which is subject or may be made by any of BGH Holdings, BRH Holdings, or the Companies, or from any Benefit Plan, to Title IV any employee, former employee, director or agent of ERISA any of BGH Holdings, BRH Holdings or the Companies under the terms of any Benefit Plan, either alone or in conjunction with any other payment, has been or could in all reasonably likelihood be characterized as an excess parachute payment under Section 412 280G of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity Code; and (i) No Benefit Plan, other than on ERISA Plan, provides or will provide any benefits to any current retiree or any future retiree of any of BGH Holdings, BRH Holdings or the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated Companies, except as a single employer required under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyCOBRA.

ERISA. (a) Except as would could not reasonably be expected, either individually or in the aggregate, expected to have a Material Adverse Effect: : (ia) neither a Reportable Event nor a failure to meet To the minimum funding standards (within the meaning of Section 412(a) knowledge of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1Credit Parties, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made: (i) no ERISA Event has occurred and no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination "accumulated funding deficiency," as such term is defined in Section 302 of a Single Employer ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan; (iii) each Plan has occurredbeen maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; and (iv) no Lien lien in favor of the PBGC or a Single Employer Plan has arisen or is reasonably likely to arise on the assets account of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan (based on those assumptions used to fund such Plans) did notPlan, as of the last annual valuation date prior to the date on which this representation is mademade 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 Single Employer Plan allocable Plan. (c) No member of the Consolidated Group nor any ERISA Affiliate has incurred, or, to such accrued benefits; (iii) none the best knowledge of Holdingsthe Credit Parties, the Borrower or could be reasonably expected to incur, any of its Restricted Subsidiaries has had a complete or partial withdrawal from liability under ERISA to any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none Multiple Employer Plan. No member of Holdings, the Borrower or Consolidated Group nor any of its Restricted Subsidiaries ERISA Affiliate would become subject to any withdrawal liability under ERISA if any member of the Borrower Consolidated Group or such Restricted Subsidiary 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; and (v) to . No member of the knowledge of Holdings, the Borrower or Consolidated Group nor any of its Restricted Subsidiaries, no ERISA Affiliate has received any notification that any Multiemployer Plan is in Reorganization or Insolvent. reorganization (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) 4241 of ERISA which ERISA), is subject to insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 412 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any member 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 Code, 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. (e) No member of the Consolidated Group nor any ERISA Affiliates has any material liability with respect to "expected post-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 and Section 4980B of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor apply has been administered in compliance in all material respects of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneysections.

ERISA. (a) Except as would not Each of the Company and its ERISA Affiliates will timely pay and discharge all obligations and liabilities arising under ERISA in all material respects or otherwise with respect to each Plan of a character which if unpaid or unperformed could reasonably be expected, either individually or expected to result in the aggregateimposition of a material Lien against any properties or assets of the Company or any Significant Subsidiary and will promptly notify the Administrative Agent upon an officer of the Company becoming aware thereof, of (i) the occurrence of any reportable event (as defined in ERISA) relating to a Plan (other than a multi-employer plan, as defined in ERISA), so long as the event thereunder could reasonably be expected to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) , other than any such event with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within which the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) PBGC has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Codewaived notice by regulation; (ii) no receipt of any written notice from the PBGC of its intention to seek termination of any Plan or appointment of a Single Employer Plan has occurred, and no Lien in favor of trustee therefor; (iii) the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower Company’s or any of its Restricted SubsidiariesERISA Affiliates’ intention to terminate or withdraw from any Plan if such termination or withdrawal would result in liability under Title IV of ERISA, during unless such five-year periodtermination or withdrawal could not reasonably be expected to have a Material Adverse Effect; and (iv) the present value receipt by the Company or its ERISA Affiliates of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as notice of the last annual valuation date prior to the date on which this representation is made, exceed the value occurrence of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan event that has resulted or would could reasonably be expected to result in a liability under ERISA; (iv) none the incurrence of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdingsfor benefits), fine or penalty to the Borrower Company and/or to the Company’s ERISA Affiliates, or any plan amendment that could reasonably be expected to increase the contingent liability of the Company and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated ERISA Affiliates, taken as a single employer whole, in either case in connection with any post-retirement benefit under Title IV of ERISA with the sponsor of a welfare plan (subject to ERISA), unless such plan that would event or amendment could not reasonably be likely expected to have a Material Adverse Effect Effect. The Company will also promptly notify the Administrative Agent of (i) any material contributions to any Foreign Plan that have not been made by the required due date for such contribution if such default could reasonably be expected to have a Material Adverse Effect; (ii) any Foreign Plan that is not funded to the extent required by the law of the jurisdiction whose law governs such Foreign Plan based on the actuarial assumptions reasonably used at any time if such underfunding (together with any penalties likely to result) could reasonably be expected to have a Material Adverse Effect, and result in (iii) the receipt by the Company or its Subsidiaries of notice of any material change anticipated to any Foreign Plan that could reasonably be expected to have a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyMaterial Adverse Effect.

ERISA. (ai) Except There are no Unfunded Liabilities in excess of the Threshold Amount (A) with respect to any member of the Group Companies and (B) with respect to any ERISA Affiliate; provided that for purposes of this Section 5.12(a)(i)(B) only, Unfunded Liabilities shall mean the amount (if any) by which the projected benefit obligation exceeds the value of the plan’s assets as of its last valuation date using the actuarial assumptions and methods being used by the Plans’ actuaries for making such determination. (ii) Each Plan, other than a Multiemployer Plan, complies in all respects with the applicable requirements of ERISA and the Code, and each Group Company complies in all respects with the applicable requirements of ERISA and the Code with respect to all Multiemployer Plans to which it contributes, except to the extent that the failure to comply therewith would not reasonably be expected, either individually or in the aggregate, expected to have a Material Adverse Effect: . (iiii) neither a Reportable No ERISA Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior or, subject to the date on which this representation passage of time, is made reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor maintained by any member of the PBGC or a Single Employer Plan has arisen on the assets of HoldingsGroup Companies and, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior except to the date on which this representation is made, exceed the value of the assets of extent that such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or ERISA Event would not reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result Effect, no ERISA Event has occurred or, subject to the passage of time, is reasonably expected to occur with respect to any Plan maintained by an ERISA Affiliate. (iv) If any Group Company or any ERISA Affiliate were to incur a complete withdrawal (as described in a direct obligation Section 4203 of HoldingsERISA) from any Multiemployer Plan as of the Closing Date, the Borrower aggregate withdrawal liability, as determined under Section 4201 of ERISA, with respect to all such Multiemployer Plans would not exceed $12,500,000. (v) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which taxes could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code, for which an exemption under ERISA does not apply. (vi) No Group Company has any of its Restricted Subsidiaries contingent liability with respect to pay moneyany post-retirement benefit under a Welfare Plan that could reasonably be expected to have a Material Adverse Effect.

ERISA. (a) Except Each "employee benefit plan", as would this term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), under which the Company or any of its subsidiaries has any present or future obligations or liability on behalf of its employees or former employees or their dependents or beneficiaries, other than a "multiemployer plan" as this term is defined in Section 3(37) of ERISA ("Multiemployer Plan") (the "Plans"), complies with and has been administered substantially in accordance with all applicable requirements of ERISA and the Code, except as set forth on Schedule 4.7, and no "reportable event", as defined in section 4043 of ERISA, has occurred with respect to any Plan for which the 30-day advance notice to the Pension Benefit Guaranty Corporation (the "PBGC") has not reasonably be expectedbeen waived, either individually or in with respect to which the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a PBGC has not administratively waived the imposition of penalties for failure to meet the minimum funding standards (within the meaning of report. There have been no nonexempt "prohibited transactions", as defined in Section 412(a) 4975 of the Code or Section 302(a)(2) 406 of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Planhave resulted, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in the imposition of a material excise tax or penalty, or material liability of the Company. No termination has occurred with respect to any Plan or any "multiemployer plan" as defined in Section 3(37) of ERISA under ERISA; (iv) none of Holdings, which the Borrower Company or any of its Restricted Subsidiaries would become subject to subsidiaries has any present or future obligations or liability on behalf of present or former employees or their dependents or beneficiaries under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as circumstances which present a material risk of the valuation date most closely preceding the date on which this representation is made; and (v) liability to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is Company which would reasonably be expected to result in Reorganization or Insolventa Material Adverse Effect. (b) HoldingsAll material contributions, premiums or other payments due from the Borrower Company or a subsidiary to (or under) any Plan and any Multiemployer Plan have been fully paid or adequately provided for on the books and financial statements of the Company and its Restricted Subsidiaries subsidiaries. All accruals relating to the Plans (including, where appropriate, proportional accruals for partial periods) have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code been made in accordance with respect to any plan within the meaning of Section 3(2) of ERISA which is prior practices. No Plan subject to Title IV of ERISA or Section 412 of the Code has any accumulated funding deficiency, as defined in Section 412(a) of the Code. No lien described in section 412 of the Code has attached to the property of the Company or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneysubsidiary.

ERISA. Borrower shall (a) Except as cause each Borrower Benefit Plan to comply in all material respects with the Code and ERISA; (b) cause any Borrower Benefit Plan that is intended to satisfy the requirements of Section 401(a) of the Code to satisfy such requirements in all material respects; (c) prepare and deliver each material report, statement or other document required by ERISA and the Code within the period specified therein and conforming in form and substance in all material respects to the provisions thereof; and (d) cause each Borrower Benefit Plan (other than a Multiemployer Plan) to be administered in all material respects in accordance with the terms of each such plan and with ERISA, the Code, and any other applicable law, except to the extent any failure to comply with the preceding clauses (a), (b) (c), or (d) would not have a Material Adverse Effect. Within ten (10) Banking Days after receiving such notice, Borrower shall furnish to Administrative Agent any written notice received by Borrower relating to an assertion of withdrawal liability imposed by any Multiemployer Plan upon Borrower or Borrower’s controlled group, as defined in Code Section 414(b), (c), (m), or (o), or relating to any violation of the provisions of the Code or ERISA asserted by the Department of Labor, the Pension Benefit Guaranty Corporation or the Department of the Treasury with respect to any Borrower Benefit Plan that could reasonably be expected, either individually or in the aggregate, expected to have a Material Adverse Effect. Borrower shall notify the Administrative Agent within sixty (60) days after: (il) neither a Reportable Event nor a failure to meet the minimum funding standards (commencing participation in any “multiple employer plan” within the meaning of Section 412(a) 413 of the Code or Section 302(a)(2Code; (m) of ERISA) with respect to periods beginning on or after January 1, 2008 or an commencing participation in a “accumulated funding deficiencymultiple employer welfare arrangement” (within the meaning of Section 412(a) of the Code or Section 302(a)(23(40) of ERISA; or (n) has occurred during the five-year period prior establishing or becoming obligated to the date on which this representation is made with respect contribute to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan employee “retiree health plan” within the meaning of Section 3(23(1) of ERISA which is subject to Title IV for the benefit of ERISA retired or former employees (other than as required by Section 412 4980B of the Code or Section 302 and Sections 601 through 608 of ERISA (“COBRA”) or other applicable law). Borrower shall notify the Administrative Agent within sixty (60) days after Borrower has knowledge of the occurrence of any fact or event which would make any of the representations contained in Subsections 7.10.2, 7.10.4, 7.10.6, or 7.10.10 hereof incorrect if such representations were made as of the date of such occurrence with respect to any Borrower Benefit Plan that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Multiemployer Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither Neither a Reportable Event nor a failure to meet satisfy the “minimum funding standards standards” (whether or not waived), within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) 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 Plan, and during such five-year period, there has been no failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer PlanPlan and no Lien in favor of the PBGC with respect to Plan or in favor of a Plan has arisen. Except as, and in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (i) each Single Employer Plan has complied in all respects with the material applicable provisions of ERISA and the Code; (ii) each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 or 430 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Title IV of ERISA); (iii) neither the Borrower nor any Commonly Controlled Entity has received a notice from the PBGC to terminate any Plan under Section 4041 of ERISA or to have a trustee appointed for any Plan under Section 4042 of ERISA; (iv) no termination of a Single Employer Plan has occurred, occurred and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iiiv) none of Holdings, neither the Borrower or nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would could reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, and neither the Borrower or nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (vvi) no Multiemployer Plan to the knowledge of Holdings, which the Borrower or any of its Restricted SubsidiariesCommonly Controlled Entity contributes, no Multiemployer Plan is obligated to contribute to, or in Reorganization the preceding five years had an obligation to contribute to, is Insolvent or Insolvent. (b) Holdingsin endangered or critical status, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 432 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under 305 or Title IV of ERISA with ERISA; and (vii) the sponsor of such plan that would Borrower is not and could not reasonably be likely expected to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or be subject to any of its Restricted Subsidiaries liability with respect to pay moneyany Plan.

ERISA. (a) Except With respect to each employee benefit plan (including, without limitations, any "employee benefit plan," as would not reasonably be expecteddefined in Section 3(3) of ERISA), either individually and any material bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, insurance or other plan, arrangement or understanding and any employment or change in control agreements (all the aggregateforegoing being herein called the "INTRACEL PARENT BENEFIT PLANS"), maintained or contributed to have by Intracel Parent or any of its subsidiaries as of the date hereof, Intracel Parent has made available to the Company a Material Adverse Effect: true and correct copy of, where applicable, (i) neither the most recent annual report (Form 5500) filed with the IRS, (ii) such Intracel Parent Benefit Plan, (iii) each trust agreement and group annuity contract, if any, relating to such Intracel Parent Benefit Plan and (iv) the most recent actuarial report or valuation relating to a Reportable Event nor a failure Intracel Parent Benefit Plan subject to meet Title IV of ERISA. All Intracel Parent Benefit Plans are set forth on Section 5.12(a) of the Intracel Parent Disclosure Schedule. None of the Intracel Parent Benefit Plans are multiemployer plans within the meaning of Section 3(37) of ERISA or have been at any time since September 26, 1980. Each of the Plans covered by ERISA (a) has been operated in all material respects in accordance with ERISA, (b) has met the minimum funding standards of Section 412 of the Code and (c) which is intended to be qualified under Section 401(a) of the Code, has received or applied for a favorable determination letter from the IRS, and Intracel Parent is not aware of any circumstances likely to result in a revocation of such determination letter. No notice of "reportable event" (within the meaning of Section 412(a) of the Code or Section 302(a)(2) 4043 of ERISA) with respect for which the 30-day reporting requirement has not been waived, has been required to periods beginning on be filed for any Plan or after January 1by the single-employer of an ERISA Affiliate as of the date hereof, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five12-year month period prior to ending on the date on which hereof or will be required to be filed in connection with the transaction contemplated by this representation is made Agreement. Neither Intracel Parent nor any subsidiary has engaged in a transaction with respect to any Single Employer PlanIntracel Parent Benefit Plan that, and each Single Employer Plan has complied with assuming the material applicable provisions taxable period of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, transaction expired as of the last annual valuation date prior to hereof, would subject the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.Intracel Parent

ERISA. (a) Except No Employee Plan or trust created thereunder, or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as would not reasonably be expected, either individually such term is defined in Section 406 of ERISA or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) 4975 of the Code Code) which could subject such Employee Plan or any other Employee Plan, any trust created thereunder, or any trustee or administrator thereof, or any party dealing with any Employee Plan or any such trust to any material tax or penalty on prohibited transactions imposed by Section 502 of ERISA or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) 4975 of the Code or Section 302(a)(2Code. (b) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Each Employee Plan has complied been operated in material compliance with the material its terms and applicable provisions of ERISA and the Code. Each Pension Plan intended to qualify under Section 401(a) of the Code has obtained (or is in the process of obtaining) a favorable determination letter from the IRS. (c) Except for underfunding revealed on Schedule B of 1996 IRS Form 5500, for both the Xxxxxxxx Pipe & Steel Company Union Pension Plan and the Xxxxxxxx Pipe & Steel Company Retirement Plan, (i) there is no "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code) with respect to any Employee Plan; (ii) no termination of a Single Employer Plan event has occurred, and no Lien in favor or is threatened or about to occur, that would constitute a "reportable event" within the meaning of the PBGC or a Single Employer Plan has arisen on the assets Section 4043(b) of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefitsERISA; (iii) none neither Borrowers nor any Affiliate have incurred any liability to the Pension Benefit Guaranty Corporation ("PBGC"), except for the payment of Holdingspremiums, the Borrower or any of its Restricted Subsidiaries has had which have been paid on a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISAtimely basis; (iv) none of Holdings, the Borrower or with respect to any of its Restricted Subsidiaries would become Employee Plan subject to Title IV of ERISA, such plan could be terminated as of the date of this Agreement without Borrowers incurring any liability under ERISA if the Borrower or such Restricted Subsidiary were Title IV of ERISA, and all benefits accrued up to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which of this representation is madeAgreement (whether or not vested) would be fully funded in accordance with the actuarial assumptions and methods utilized by such Employee Plan for valuation purposes; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan Employee Plans that are "multiemployer plans" under Section 3(37) of ERISA, (1) neither Borrowers nor any Affiliate have incurred any withdrawal liability within the meaning of Section 3(24201 of ERISA, or had such liability asserted, (2) no such Employee Plan is in reorganization (under Section 4241(a) of ERISA which is subject to Title IV of ERISA or Section 412 ERISA), and (3) the vested and accrued liabilities of the Code Employee Plans are fully funded and if Borrowers or Section 302 Affiliates were to withdraw from such plans, there would be no withdrawal liability, as defined in Title IV, subtitle E of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyERISA.

ERISA. (a) Except With respect to each Pension Plan, except as would not reasonably be expected, either individually or in the aggregate, to result in a material liability to the Borrower: (i) no “reportable event” as defined in Section 4043 of ERISA or the regulations issued thereunder (other than an event for which the 30-day notice period is waived by regulation) has occurred that could reasonably be expected to result in a material liability to the Borrower; (ii) there has been no failure to satisfy the minimum funding standard of Section 412 of the Code and Section 302 of ERISA, whether or not waived; (iii) there has been no failure to make by its due date a required contribution under Section 430(j) of the Code, as amended by the Pension Protection Act of 2006; (iv) there has been no filing pursuant to Section 412 of the Code of an application for a waiver of the minimum funding standard; (v) neither Borrower nor any of its ERISA Affiliates has incurred any liability under Title IV of ERISA with respect to the termination of the Pension Plan; (vi) neither the Borrower nor any of its ERISA Affiliates has received a notice of intent to terminate the Pension Plan in a distress termination described in Section 4041(c) of ERISA; Table of Contents (vii) the PBGC has not instituted proceedings to terminate the Pension Plan; (viii) to the knowledge of the Borrower, no event has occurred that would reasonably constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, the Pension Plan; (ix) neither Borrower nor any of its ERISA Affiliates has incurred any material liability, which remains unsatisfied, with respect to the withdrawal from any Pension Plan; and (x) no amendment has been adopted that would require the provision of security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA. Each event described in this Section 4.12(a) is referred to herein as a “Pension Plan Event”. (b) Neither Borrower nor any of its ERISA Affiliates has incurred or expects to incur any complete or partial withdrawal liability to any Multiemployer Plan that could reasonably be expected to result in a material liability to the Borrower. With respect to each Multiemployer Plan, except as would not reasonably be expected to result in material liability to the Borrower, neither Borrower nor any of its ERISA Affiliates has (i) failed to make any required contribution to such Multiemployer Plan or (ii) received any notice from the Multiemployer Plan that it is insolvent or in reorganization pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA. Each event described in this Section 4.12(b) is referred to herein as a “Multiemployer Plan Event”. (c) Each Employee Benefit Plan complies in form and operation with ERISA, the Code and all other applicable Laws, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: . (id) neither a Reportable Event nor a failure to meet the minimum funding standards Borrower has not engaged in any non exempt “prohibited transaction” (within the meaning of as defined in Section 412(a) 4975 of the Code or Section 302(a)(2Code) and, to the knowledge of ERISA) with respect to periods beginning on or after January 1Borrower, 2008 or an no such “accumulated funding deficiencyprohibited transaction” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Employee Benefit Plan that has resulted or would could reasonably be expected to result in a material liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or InsolventBorrower. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: , (i) neither a Reportable Event nor a failure to meet violation of the “minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiencystandard” (within the meaning of Section 412(a) of the Code or of Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such five-year period; (iii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; and (iiiiv) none of Holdings, the Borrower or nor any of its Restricted Subsidiaries has had (or reasonably expects to have) a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of HoldingsERISA and, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, Holdings and the Borrower or any of its Restricted SubsidiariesBorrower, no Multiemployer Plan is in Reorganization or is Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(23(3) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would could reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of and its Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during During the five-year period prior to the date on which this representation is made with respect to any Single Employer Planor deemed made, and except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: (a) each Single Employer Plan has complied in all material respects with the material applicable provisions of ERISA and the Code; (iib) no termination of a Single Employer Plan Reportable Event or non-exempt Prohibited Transaction has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plansc) did not, as of the last annual valuation date prior to the effective date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted SubsidiariesPPA, no Multiemployer Plan is in Reorganization or Insolvent. “accumulated funding deficiency” (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA), and on and after the effective date of the PPA, no failure to satisfy the minimum funding standards (within the meaning of Sections 412 or 430 of the Code or Section 302 or ERISA) with respect to any Plan, whether or not waived, has occurred; (d) there has been no filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA that is maintained of an application for a waiver of the minimum funding standard with respect to any Plan, no failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan, or failure by Borrower or any Commonly Controlled Entity to make a required contribution to a Multiemployer Plan; (other than Holdings, the e) neither Borrower and its Restricted Subsidiaries) (a “nor any Commonly Controlled Plan”) merely by virtue of being treated as a single employer Entity has incurred any liability under Title IV of ERISA with respect to the sponsor termination of such plan that would reasonably be likely any Plan, including but not limited to have a Material Adverse Effect and result the imposition of any Lien in a direct obligation favor of Holdings, the Borrower PBGC or any Plan; (f) there has been no determination that any Plan is in “at risk” status within the meaning of its Restricted Subsidiaries Section 430 of the Code or Section 303 of ERISA; (g) neither Borrower nor any Commonly Controlled Entity has received any notice from the PBGC or a plan administrator of any notice relating to pay moneyan intention to terminate any Plan or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (h) neither Borrower nor any Commonly Controlled Entity has incurred any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; and (i) neither Borrower nor any Commonly Controlled Entity has received any notice, or sent any notice to any Multiemployer Plan, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is Insolvent, in Reorganization or in “endangered” or “critical” status within the meaning of Section 432 of the Code or Section 305 of ERISA.

ERISA. (aTo the knowledge of Borrower, each Plan is in compliance in all material respects with its terms and all applicable provisions of ERISA. No Prohibited Transaction has occurred with respect to any Plan that could subject Borrower, any of its Subsidiaries, General Partner or any ERISA Affiliate to a tax or penalty imposed under Section 4975 of the Code or Section 502(i) Except of ERISA in an amount that is in excess of $250,000; except as would not reasonably be expected, either individually or likely result in the aggregate, to have a Material Adverse Effect: (i) neither a Change, no Reportable Event has occurred with respect to any Plan within the last six (6) years; except as would not likely result in a Material Adverse Change, no notice of intent to terminate a Plan has been filed nor has any Plan been terminated within the past five (5) years; except as would not likely result in a failure Material Adverse Change, no Multiemployer Plan has been determined to meet be in “endangered status” or “critical status”; except as would not likely result in a Material Adverse Change, none of Borrower, its Subsidiaries, General Partner or ERISA Affiliate has partially or completely withdrawn from a Multiemployer Plan or incurred any liablity with respect to a Multiemployer Plan under Section 4201 of ERISA (or received notice under Section 4219 of ERISA of withdrawal liability with respect to Multiemployer Plan); except as would not likely result in a Material Adverse Change, there has been no filing of a notice of reorganization, insolvency or termination, or treatment of a plan amendment as termination, under 4041A of ERISA; to the knowledge of Borrower, there are no circumstances which constitute grounds under Section 4042 of ERISA entitling the PBGC to institute proceedings to terminate, or appoint a trustee to administer, a Plan, nor has the PBGC instituted any such proceedings; except as would not likely result in a Material Adverse Change, Borrower, its Subsidiaries, General Partner and the ERISA Affiliates have met the minimum funding standards requirements of Section 412 of the Code and Section 302 of ERISA of each with respect to the Plans of each and except as disclosed in the most recent General Partner’s Consolidated Financial Statements there was no Unfunded Current Liability with respect to any Plan established or maintained by each as of the last day of the most recent plan year of each Plan; and except as would not likely result in a Material Adverse Change, Borrower, its Subsidiaries, General Partner and the ERISA Affiliates have not incurred any liability to the PBGC under ERISA (other than for the payment of premiums under Section 4007 of ERISA) which is due and payable for more than 45 days and has not been reserved against. None of the assets of Borrower its Subsidiaries or General Partner under this Agreement constitute “plan assets” of any “employee benefit plan” within the meaning of ERISA or of any “plan” within the meaning of Section 412(a4975(e)(1) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1Code, 2008 or an “accumulated funding deficiency” (within as interpreted by the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA IRS and the Code; (ii) no termination U.S. Department of a Single Employer Plan has occurredLabor in rules, and no Lien in favor of the PBGC regulations, releases or a Single Employer Plan has arisen on the assets of Holdings, the Borrower bulletins or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits as interpreted under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolventapplicable case law. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) As of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of HoldingsClosing Date, the Borrower or any of its Restricted Subsidiaries, during such five-year period; is responsible for funding no Plans other than those listed on the present value of all accrued benefits under each Single Employer Plan Schedule having the same number as this Section. No accumulated funding deficiency (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result defined in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA) or Reportable Event has occurred with respect to any Plan which could reasonably be expected to have a Material Adverse Effect. There are no Unfunded Liabilities under any Plan which when added to the aggregate amount of Unfunded Liabilities with respect to all other Plans at such time could reasonably be expected to have a Material Adverse Effect. The Borrower and each member of the ERISA that Controlled Group have not failed to comply with the requirements of Section 515 of ERISA with respect to any Multiemployer Plan and are not in "default" (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan to an extent which could reasonably be expected to have a Material Adverse Effect. The aggregate potential total withdrawal liability payments of the Borrower and the members of the ERISA Controlled Group as determined in accordance with Title IV of ERISA as if the Borrower and the members of the ERISA Controlled Group had completely withdrawn from all Multiemployer Plans is maintained by not equal to or greater than an amount which could reasonably be expected to have a Commonly Material Adverse Effect. To the knowledge of the Borrower and each member of the ERISA Controlled Entity Group, no Multiemployer Plan is or is likely to be in reorganization (as defined in Section 4241 or ERISA or Section 418 of the Code) or is insolvent (as defined in Section 4245 of ERISA). No liability to the PBGC (other than Holdingsrequired premium payments), the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer Internal Revenue Service, any Plan or any trust established under Title IV of ERISA with has been, or is expected by the sponsor Borrower or any member of such plan that would the ERISA Controlled Group to be, incurred by the Borrower or any member of the ERISA Controlled Group which could reasonably be likely expected to have a Material Adverse Effect and result in a direct obligation Effect. No Lien under Section 412(n) of Holdings, the Code or 302(f) of ERISA or requirement to provide security under Section 401(a)(29) of the Code or Section 307 of ERISA has been or is reasonably expected by the Borrower or any member of its Restricted Subsidiaries the ERISA Controlled Group to pay moneybe imposed on the assets of the Borrower or any member of the ERISA Controlled Group. With respect to any employee benefit plan covered under Title IV of ERISA that is excluded from the definition of Plan by the proviso at the end of such definition, no liability, penalty, Lien or security interest has been incurred or is expected to be incurred which could reasonably be expected to have a Material Adverse Effect, and to the Borrower's knowledge no other event or condition has occurred or exists which could reasonably be expected to have a Material Adverse Effect.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, With respect to have a Material Adverse Effect: any Plan: (i) neither the Borrower, any member of its Controlled Group or any other party-in-interest or disqualified Person shall engage in transactions which in the aggregate have a Reportable Event nor reasonable likelihood of resulting in a failure direct or indirect liability to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any member of its Restricted Subsidiaries, during such five-year period; the present value Controlled Group in excess of all accrued benefits $10,000,000 under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as Section 409 or 502 of ERISA or Section 4975 of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; Code; (iiiii) none of Holdings, the Borrower or any member of its Restricted Subsidiaries has had Controlled Group shall incur any accumulated funding deficiency, as defined in Section 412 of the Code, in the aggregate in excess of $10,000,000, or request a funding waiver from the IRS for contributions in the aggregate in excess of $10,000,000; (iii) the Borrower or any member of its Controlled Group shall incur any withdrawal liability in the aggregate in excess of $10,000,000 as a result of a complete or partial withdrawal from any a Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(24203 or 4205 of ERISA; (iv) the Borrower or any member of ERISA which is subject its Controlled Group shall fail to Title IV of ERISA or make a required contribution by the due date (including any permissible extensions) under Section 412 of the Code or Section 302 of ERISA which would result in the imposition of a Lien under Section 412 of the Code or Section 302 of ERISA; (v) the Borrower, any member of its Controlled Group or any Plan sponsor shall notify the PBGC of an intent to terminate in a distressed termination, or the PBGC shall institute proceedings to terminate, a Plan; (vi) a Reportable Event shall occur with respect to a Plan, and within 15 days after the reporting of such Reportable Event to the Majority Lenders, the Majority Lenders shall have notified the Borrower in writing that is maintained (A) they have made a determination that, on the basis of such Reportable Event, there are reasonable grounds for the termination of such Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Plan and (B) as a result thereof a Default or an Event of Default shall occur hereunder; (vii) a trustee shall be appointed by a Commonly Controlled Entity court of competent jurisdiction to administer any Plan or the assets thereof; (viii) the benefits of any Plan shall be increased (other than Holdingsin the ordinary course of business consistent with past practice), the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, or the Borrower or any member of its Restricted Subsidiaries Controlled Group shall begin to pay money.maintain, or begin to contribute to, any Plan, without the prior written consent of the Majority Lenders; or (ix) any ERISA Event with respect to a Plan shall have occurred, and 30 days thereafter (A) such ERISA Event shall not have been corrected and (B) the then present value of such Plan's benefit liabilities, as defined in Title IV of ERISA, shall exceed the then current value of assets accumulated in such Plan; provided, however, that the events listed in clauses (v)-(ix) of this paragraph (j) shall constitute Events of Default only if, as of the date thereof or any subsequent date, the maximum amount of liability the Borrower or any member of its Controlled Group could incur in the aggregate under Section 4062, 4063, 4064, 4219 or 4243 of ERISA or any other provision of law with respect to all such Plans, computed by the actuary of the Plan taking into account any applicable rules and regulations of the PBGC at such time, and based on the actuarial assumptions used by the Plan, resulting from or otherwise associated with such event exceeds $10,000,000;

ERISA. (a) Except as would not reasonably be expectedIf Borrower or any ERISA Affiliate should establish, either individually maintain, contribute to or in the aggregate, become obligated to have a Material Adverse Effect: contribute to any ERISA Plan and (i) neither a Reportable Event nor a failure to meet the minimum funding standards reportable event (within the meaning of as defined in Section 412(a) of the Code or Section 302(a)(24043(b) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has shall have occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer PlanERISA Plan and, and each Single Employer Plan has complied with within thirty (30) days after the material applicable provisions reporting of ERISA such reportable event to Lender by Borrower (or Lender otherwise obtaining knowledge of such event) and the Codefurnishing of such information as Lender may reasonably request with respect thereto, Lender shall have notified Borrower in writing that Lender has made a determination that, on the basis of such reportable event, there are reasonable grounds for the termination of such ERISA Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such ERISA Plan; or (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC trustee shall be appointed by a United States District Court to administer any ERISA Plan; or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower PBGC shall institute proceedings to terminate any ERISA Plan; or any of its Restricted Subsidiaries has had (iv) a complete or partial withdrawal by Borrower or any ERISA Affiliate from any Multiemployer Plan that has resulted shall have occurred, or would reasonably be expected to result in a liability under ERISA; any Multiemployer Plan shall enter reorganization status, become insolvent, or terminate (iv) none of Holdings, the or notify Borrower or any ERISA Affiliate of its Restricted Subsidiaries would become subject intent to terminate) under Section 4041A of ERISA; provided that any liability of the events described in this Section 8.1(f) shall involve (A) one or more ERISA Plans that are single-employer plans (as defined in Section 4001(a)(15) of ERISA) and under which the aggregate gross amount of unfunded benefit liabilities (as defined in Section 4001(a)(16) of ERISA), including vested unfunded liabilities which arise or might arise as the result of the termination of such ERISA if the Borrower Plan or such Restricted Subsidiary were to withdraw completely from all Plans, and/or (B) one or more Multiemployer Plans as to which the aggregate liabilities of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurredall ERISA Affiliates, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity shall exceed Five Hundred Thousand Dollars (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money$500,000).

ERISA. One or more of the following events shall have occurred and are continuing that, when taken together with all other such events enumerated under this Section 7.01(j) (aEvents of Default) Except as would not that have occurred and are continuing, could reasonably be expected, either individually or in the aggregate, expected to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure any Plan shall fail to meet satisfy the minimum funding standards (within of ERISA or the meaning Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under Section 412(a) 412 or 430 of the Code or Section 302(a)(2) 302 or 303 of ERISA, (ii) the termination of any Plan or Multiemployer Plan occurs (including the treatment of any plan amendment as a termination) or a notice of intent to terminate any Plan shall have been filed with respect the PBGC or the PBGC shall have instituted proceedings under Section 4042 or Section 4041A of ERISA, respectively, to periods beginning on terminate or after January 1appoint a trustee to administer any Plan or Multiemployer Plan or the PBGC shall have notified in writing any Borrower ERISA Group Member that any Plan or Multiemployer Plan shall become a subject of any such proceedings, 2008 or (iii) there is an aggregate “accumulated funding deficiencyamount of unfunded benefit liabilities” (within the meaning of Section 412(a4001(a)(18) of ERISA) under all Plans and all Multiemployer Plans, determined in accordance with Title IV of ERISA, (iv) any Borrower ERISA Group Member shall have incurred or is reasonably expected to incur any liability pursuant to Title IV of ERISA (other than as a result of any failure to make contributions on a timely basis to satisfy the minimum funding standards of ERISA or to pay required premiums on a timely basis to the PBGC, in either case, that is satisfied within 30-days following the due date thereof) or the penalty or excise tax provisions of the Code relating directly to any Plan or Multiemployer Plan (including, but not limited to Section 4975 of the Code or Section 406 of ERISA), (v) any Borrower ERISA Group Member (X) fails to make required contributions to or completely or partially withdraws (as determined pursuant to Section 4203 or 4205 of ERISA, as applicable) from any applicable Plan or Multiemployer Plan or (Y) receives written notice from a relevant party with respect to such plan informing such Borrower ERISA Group Member of the imposition of any withdrawal liability with respect to such Plan or Multiemployer Plan or (Z) receives written notice from a relevant party with respect to such plan that any Multiemployer Plan is in “critical” or “endangered” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) or insolvent (within the meaning of Title IV of ERISA), (vi) any Borrower ERISA Group Member establishes or amends any “employee welfare benefit plan” (as defined under Section 3(2) of ERISA) that provides post-employment medical or post-employment life insurance benefits (other than as required pursuant to COBRA or other applicable Governmental Rule or other than as payable as a result of a death that resulted in termination of such employment) to its former employees in a manner that would increase the liability of any Borrower ERISA Group Member thereunder, (vii) any Borrower ERISA Group Member receives written notice from a Plan’s actuary that such Plan is in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code), (viii) any Reportable Event occurs, (ix) the imposition of a Lien pursuant to Section 430(k) of the Code or Section 302(a)(2303(k) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on against the assets of Holdingsany Borrower ERISA Group Member, the Borrower or any a violation of its Restricted Subsidiaries, during such five-year period; the present value Section 436(b)-(e) of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any Plan occurs, (x) revocation by the IRS of the qualified or tax-exempt status of any Plan or any trust thereunder that is intended to qualify for tax exempt status under Section 401 or 501 of the Code, (xi) with respect to a Plan, the cessation of operations at any facility of any Borrower ERISA Group Member under circumstances described in Section 4062(e) of ERISA or (xii) the withdrawal by any Borrower ERISA Group Member from any “multiple employer plan” (as described under Section 4064 of ERISA) during any plan year for which it was a “substantial employer” (within the meaning of Section 3(24001(a)(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyERISA).

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: , (i) neither a Reportable Event which would reasonably be expected to result in the termination of a Single Employer Plan nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made on the date of any Extension of Credit with respect to any Single Employer Plan or, to the Company’s knowledge, Multiemployer Plan, and ; (ii) each Single Employer Plan has complied in all material respects with the material applicable provisions of ERISA and the Code; (iiiii) no termination of a Single Employer Plan has occurred, and no Lien (other than Liens permitted under subsection 9.3) on assets of the Company or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such five-year period; and (iv) the present value of all accrued benefits under each Single Employer Plan (based on those actuarial assumptions used for funding purposes in the most recent actuarial evaluation reasonably prepared by such Plan’s actuary with respect to fund such PlansPlan) did not, as of the last annual valuation date prior to the date on which this representation is mademade or deemed made on the date of any Extension of Credit, exceed the then-current value of the assets of such Single Employer Plan allocable to such accrued benefits; . Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, (iiii) none of Holdings, neither the Borrower or Company nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISAPlan; (ivii) none of Holdings, neither the Borrower or Company nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if (a) the Borrower Company or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and made or deemed made or (vb) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no such Multiemployer Plan is in Reorganization or Insolvent. . The present value (b) Holdings, determined using actuarial and other assumptions which are reasonable in respect of the Borrower benefits provided and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2employees participating) of ERISA which is subject to Title IV of ERISA or Section 412 the liability of the Code or Section 302 of ERISA that is maintained by a Company and each Commonly Controlled Entity for accrued post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (other than Holdingsas defined in Section 3(1) of ERISA) does not, in the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely aggregate, exceed the value of the assets under all such Plans allocable to such benefits by virtue an amount in excess of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money$25,000,000.

ERISA. (a) Except as would not reasonably be expected, either individually or Comply in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied all material respects with the material applicable provisions of ERISA and (b) furnish to the Code; Administrative Agent, the Senior Managing Agents, the Managing Agents, the Fronting Bank, the Swingline Lender and each Lender (iii) no termination of a Single Employer Plan has occurredas soon as possible after, and no Lien in favor any event within 30 days after any Responsible Officer of the PBGC JSC, JSCE or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used ERISA Affiliate either knows or has reason to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower know that any Reportable Event has occurred that alone or together with any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would other Reportable Event could reasonably be expected to result in a liability under ERISA; (iv) none of HoldingsJSC, JSCE or the Borrower or any of its Restricted their respective Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as PBGC in an aggregate amount exceeding $5,000,000, a copy of the valuation date most closely preceding the date on which this representation is made; and (v) notice of such event required to be given to the knowledge PBGC or, if notice is not so required, a statement of Holdingsa Financial Officer of JSC, JSCE or the Borrower, as the case may be, setting forth in reasonable detail the nature of such event and the action proposed to be taken with respect thereto, (ii) promptly after receipt thereof, a copy of any notice JSC, JSCE or the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of its Restricted Subsidiariesthe PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code) or to appoint a trustee to administer any Plan or Plans, no Multiemployer Plan is in Reorganization or Insolvent. (biii) Holdings, within 10 days after the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect due date for filing with the PBGC pursuant to incur, any liability under ERISA or Section 412(n) of the Code of a notice of failure to make a required installment or other payment with respect to a Plan, a copy of such notice and a statement of a Financial Officer of JSC, JSCE or the Borrower, as the case may be, setting forth in reasonable detail the nature of such failure and the action proposed to be taken with respect thereto and (iv) promptly and in any plan event within 30 days after receipt thereof by JSC, JSCE or the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by JSC, JSCE or the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, in each case within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyERISA.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a No Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-five year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) no “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such five-year period; the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlansPlan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower or nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made that has resulted or would could reasonably be expected to result in a material liability under ERISA; (iv) none of Holdings, and neither the Borrower or nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) , except as could not reasonably be expected to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no result in a Material Adverse Effect. No such Multiemployer Plan is in Reorganization endangered or Insolvent. critical status (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2305 of ERISA) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyInsolvency.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state Laws. Each Plan that is intended to meet the minimum funding standards (within the meaning of qualify under Section 412(a401(a) of the Code has received from the IRS a favorable determination or Section 302(a)(2) of ERISA) opinion letter, which has not by its terms expired, that such Plan is so qualified, or such Plan is entitled to rely on an IRS advisory or opinion letter with respect to periods beginning on an IRS-approved master and prototype or after January 1volume submitter plan, 2008 or a timely application for such a determination or opinion letter is currently being processed by the IRS with respect thereto; and, to the best knowledge of Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. Borrower and each member of the ERISA Group have made all required contributions to each Pension Plan subject to Sections 412 or 430 of the Code, and no application for a funding waiver or an “accumulated funding deficiency” (within the meaning extension of Section 412(a) any amortization period pursuant to Sections 412 or 430 of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is been made with respect to any Single Employer Pension Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; . (ii) (A) No ERISA Event has occurred or is reasonably expected to occur; (B) no termination of a Single Employer Pension Plan has occurredany unfunded pension liability (i.e., and no Lien excess of benefit liabilities over the current value of that Pension Plan’s assets, determined pursuant to the assumptions used for funding the Pension Plan for the applicable plan year in favor accordance with Section 430 of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Code); (C) neither Borrower or nor any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as member of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries ERISA Group has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not or reasonably expect expects to incur, any liability under Title IV of ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity Pension Plan (other than Holdingspremiums due and not delinquent under Section 4007 of ERISA); (D) neither Borrower nor any member of the ERISA Group has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 of ERISA, with respect to a Multiemployer Plan; (E) neither Borrower nor any member of the ERISA Group has received notice that a Multiemployer Plan is insolvent; (F) neither Borrower nor any member of the ERISA Group has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA; and its Restricted Subsidiaries(G) (a “Commonly Controlled Plan”) merely no Pension Plan or Multiemployer Plan has been terminated by virtue of being treated as a single employer the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower terminate any Pension Plan or any of its Restricted Subsidiaries to pay moneyMultiemployer Plan.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) any member of the Code Borrower’s Controlled Group shall fail to pay when due an amount or Section 302(a)(2) amounts aggregating in excess of ERISA) with respect $30,000,000 which it shall have become liable to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits pay under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA ERISA, or Section 412 notice of intent to terminate a Plan or Plans of such Borrower which in the Code or Section 302 aggregate have Unfunded Liabilities in excess of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer $30,000,000 shall be filed under Title IV of ERISA with by such Borrower or any member of the sponsor Controlled Group, any plan administrator of such plan the Plan or Plans or any combination of the foregoing or any Reportable Event that would reasonably be likely expected to have a Material Adverse Effect and result shall occur in a direct obligation of Holdings, connection with any Plan; (ii) the Borrower or any member of its Restricted Subsidiaries the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to pay money.such Multiemployer Plan in an amount that, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $10,000,000 or requires payment exceeding $10,000,000 per annum; or (iii) the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contribution of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans that are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan in year in which the reorganization or termination occurs by an amount exceeding $10,000,000; or

ERISA. (ai) Except No ERISA Plan Termination Event has occurred nor is reasonably expected to occur with respect to any ERISA Plan which would materially adversely affect the financial condition, properties, prospects or operations of the Borrower and its Subsidiaries taken as would not reasonably be expecteda whole, either individually except as disclosed to the Lenders and consented to by the Majority Lenders in writing. Since the date of the most recent Schedule B (Actuarial Information) to the annual report of each such ERISA Plan (Form 5500 Series), there has been no material adverse change in the funding status of the ERISA Plans referred to therein, and no "prohibited transaction" (as defined in ERISA) has occurred with respect thereto that, singly or in the aggregateaggregate with all other "prohibited transactions" and after giving effect to all likely consequences thereof, would be reasonably expected to have a Material Adverse Effect: material adverse effect on the financial condition, properties, prospects or operations of the Borrower and its Subsidiaries taken as a whole. Neither the Borrower nor any of its ERISA Affiliates has incurred nor reasonably expects to incur any material withdrawal liability under ERISA to any ERISA Multiemployer Plan, except as disclosed to and consented by the Majority Lenders in writing. (iii) neither a Reportable Event nor a failure to meet The Borrower and each member of the Controlled Group have fulfilled their obligations under the minimum funding standards (within the meaning of Section 412(a) of ERISA and the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, each Plan and each Single Employer Plan has complied are in compliance in all material respects with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of have not incurred any liability to the PBGC or a Single Employer Plan has arisen on the assets under Title IV of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; and no "prohibited transaction" or "reportable event" (ivas such terms are defined in ERISA) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code has occurred with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither Neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA) has occurred during the five-year period prior to ending on the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each . Each Single Employer Plan (and to the knowledge of the Borrower, each a Multiemployer Plan) has complied and has been administered in all material respects with the material all applicable provisions of ERISA and the Code; . During such five-year period, (iii) no termination of a Single Employer Plan has occurred, (ii) no filing of any notice of intent to terminate a Single Employer Plan has been made, (iii) the PBGC has not instituted any proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Single Employer Plan and (iv) no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or with respect to any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan Plan. There exists no Unfunded Pension Liability (based on those assumptions used to fund such Plans) did not, determined as of the last applicable annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such ) with respect to any Single Employer Plan allocable Plans which, taken alone or together with all other Single Employer Plans with Unfunded Pension Liability, could reasonably be expected to such accrued benefits; (iii) none of Holdings, be material to the Borrower or any Commonly Controlled Entity. Each Single Employer Plan (and to the knowledge of its Restricted Subsidiaries the Borrower, each Multiemployer Plan) which is intended to be qualified under Section 401 (a) of the Code has been determined by the IRS to be so qualified, and, nothing has occurred since the date of such determination that could reasonably be expected to adversely affect such determination. There has been no failure to make a required contribution to any Single Employer Plan that would result in the imposition of an encumbrance under Section 412 of the Code or Section 302 of ERISA and there has been no filing of any request for a minimum funding waiver under Section 412 of the Code with respect to any Single Employer Plan. No non-exempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA has occurred with respect to any Plan that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Subsidiary. Neither the Borrower nor any Commonly Controlled Entity has incurred any liability under Title IV of ERISA with respect to any Single Employer Plan (other than premiums due and not delinquent under Section 4007 of ERISA). There are no delinquent contributions under Section 515 of ERISA to any Multiemployer Plan. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would could reasonably be expected to result in a material liability under ERISA; (iv) none , and to the knowledge of Holdingsthe Borrower, neither the Borrower or nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (v) to . To the knowledge of Holdings, the Borrower or any of its Restricted SubsidiariesBorrower, no such Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not reasonably be expectedPromptly after the Borrower or any of the Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know of the occurrence of any of the following events that, either individually or in the aggregateaggregate (including in the aggregate such events previously disclosed or exempt from disclosure hereunder, to the extent the liability therefor remains outstanding), would be reasonably likely to have a Material Adverse Effect: , the Borrower will deliver to the Administrative Agent a certificate of an Authorized Officer or any other senior officer of the Borrower setting forth details as to such occurrence and the action, if any, that the Borrower, such Restricted Subsidiary or such ERISA Affiliate is required or proposes to take, together with any notices (irequired, proposed or otherwise) neither given to or filed with or by the Borrower, such Restricted Subsidiary, such ERISA Affiliate, the PBGC, or a Multiemployer Plan administrator (provided that if such notice is given by the Multiemployer Plan administrator, it is given to any of the Borrower, or any of the Restricted Subsidiaries or any ERISA Affiliates thereof); that a Reportable Event nor has occurred; that a failure to meet satisfy the minimum funding standards standard under Section 412 of the Code has occurred or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code with respect to a Pension Plan; that a Pension Plan having an Unfunded Current Liability has been or is to be terminated under Title IV of ERISA (including the giving of written notice thereof); that a Pension Plan has an Unfunded Current Liability that has or will result in a Lien under ERISA or the Code; that proceedings will be or have been instituted to terminate a Pension Plan having an Unfunded Current Liability (including the giving of written notice thereof); that a proceeding has been instituted against the Borrower, a Restricted Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan or the failure to make any required contribution or payment to a Multiemployer Plan; that a determination has been made that any Pension Plan is in at-risk status within the meaning of Section 412(a) 430 of the Code or Section 302(a)(2) 303 of ERISA) with respect to periods beginning on ERISA or after January 1, 2008 any Multiemployer Plan is in endangered or an “accumulated funding deficiency” (critical status within the meaning of Section 412(a) 432 of the Code or Section 302(a)(2) 305 of ERISA; or that the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate has incurred (or has been notified in writing by a Multiemployer Plan administrator that it will incur) has occurred during the five-year period prior any liability (including any contingent or secondary liability) to the date or on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination account of a Single Employer Plan has occurredpursuant to Section 409, and no Lien in favor of the PBGC 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV 4204 of ERISA or Section 412 4971 or 4975 of the Code Code; the termination of any Foreign Plan has occurred; or Section 302 of ERISA that is maintained by a Commonly Controlled Entity any non‑compliance with Applicable Law (other than Holdings, the Borrower and its Restricted Subsidiariesincluding funding requirements under such Applicable Law) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or for any of its Restricted Subsidiaries to pay moneyForeign Plan has occurred.

ERISA. (a) Except as All Company Benefit Plans have been administered in accordance, and are in compliance, with the applicable provisions of ERISA, except where such failures to administer or comply would not reasonably be expected, either individually or in the aggregate, to have a Company Material Adverse Effect: (i) neither a Reportable Event nor a failure . Each of the Company Benefit Plans which is intended to meet the minimum funding standards (requirements of Section 401(a) of the Code has been determined by the Internal Revenue Service to be "qualified," within the meaning of such section of the Code, and the Company knows of no fact which is likely to have an adverse effect on the qualified status of such plans. None of the Company Benefit Plans which are defined benefit pension plans have incurred any "accumulated funding deficiency" (whether or not waived) as that term is defined in Section 412(a) 412 of the Code and the fair market value of the assets of each such plan equal or exceed the accrued liabilities of such plan. To the best knowledge of the Company, there are not now nor have there been any non-exempt "prohibited transactions," as such term is defined in Section 4975 of the Code or Section 302(a)(2) 406 of ERISA) with respect to periods beginning on , involving the Company's Benefit Plans which could subject the Company, its subsidiaries or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior Parent to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC penalty or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits tax imposed under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2502(i) of ERISA or Section 4975 of the Code. No Company Benefit Plan which is subject to Title IV of ERISA has been completely or Section 412 partially terminated; no proceedings to completely or partially terminate any Company Benefit Plan have been instituted within the meaning of the Code or Section 302 Subtitle C of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under said Title IV of ERISA; and no reportable event within the meaning of Section 4043(c) of said Subtitle C for which the 30-day notice requirement has been waived of ERISA has occurred with respect to any Company Benefit Plan. Neither the sponsor Company nor any of such its subsidiaries has made a complete or partial withdrawal, within the meaning of Section 4201 of ERISA, from any multiemployer plan that would which has resulted in, or is reasonably be likely expected to have a Material Adverse Effect and result in a direct obligation of Holdingsin, any withdrawal liability to the Borrower Company or any of its Restricted Subsidiaries to pay moneysubsidiaries except for any such liability which would not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has engaged in any transaction described in Section 4069 of ERISA within the last five years except for any such transaction which would not have a Company Material Adverse Effect.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have result in a Material Adverse Effect: (i) neither a Reportable Event nor a failure material liability to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries; (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) the Borrower, during the Subsidiaries and each ERISA Affiliate have complied in all material respects with ERISA and, where applicable, the Code regarding each Plan; and (iii) each Plan is, and has been, maintained in substantial compliance with its terms, ERISA and, where applicable, the Code. (b) None of the Borrower, its Subsidiaries or any ERISA Affiliates are required to contribute to, or have any other direct or contingent liability in respect of, any Multiemployer Plan that, when taken together with all other such five-year period; contribution obligations and liabilities to any other Multiemployer Plan, would reasonably be expected to result in a material liability to the Borrower or any of its Subsidiaries. None of the Borrower, its Subsidiaries or any ERISA Affiliate has (i) failed to make any contribution or payment to any Plan or Multiemployer Plan, or made any amendment to any Plan that has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Code, or (ii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under section 4007 of ERISA that are not past due that, in either case of (i) or (ii), would reasonably be expected to result in a material liability to the Borrower or any of its Subsidiaries. The present value of all accrued benefits under each Single Employer Plan that is subject to Title IV of ERISA (based on those assumptions used to fund such PlansPlan) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; benefits by a material amount. (iiic) none None of Holdings, the Borrower or the Subsidiaries, nor any ERISA Affiliate, sponsors, maintains, or contributes to an employee welfare benefit plan, as defined in section 3(1) of ERISA, that provides benefits to former employees of such entities, other than continuation coverage under Section 4980B of the Code, that may not be terminated by the applicable plan sponsor in its Restricted Subsidiaries has had a complete or partial withdrawal from sole discretion at any Multiemployer Plan that has resulted or would reasonably be expected time without any material liability, other than the payment of claims incurred as of the date of such termination pursuant to result in a liability under ERISA; the terms of such plan and the requirements of applicable law. (ivd) none None of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject sponsors, maintains or contributes to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans employee pension plan, as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no Multiemployer Plan is defined in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section section 3(2) of ERISA which ERISA, that is subject to Title IV of ERISA, section 302 of ERISA or Section section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyCode.

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither Neither a Reportable Event nor a failure to meet (other than the minimum funding standards (within Post-event Notices of Reportable Events filed with the meaning of Section 412(a) PBGC on May 2, 2001, in respect of the Code or Section 302(a)(2April 6, 2001, bankruptcy filing of PG&E Utility, on July 16, 2003, in respect of the July 8, 2003, bankruptcy filing of National Energy & Gas Transmission (“NEGT”), and on November 4, 2004, in respect of the departure of NEGT from the PG&E Utility controlled group of companies on October 29, 2004) of ERISA) with respect to periods beginning on or after January 1, 2008 or nor an “accumulated funding deficiency” (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 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 Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no , except, in each case, to the extent that any such Reportable Event, “accumulated funding deficiency” or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiariesarisen, during such five-year period; the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, benefits by a material amount. Neither the Borrower or nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has LOSANGELES 618830 v1 (2K) resulted or would could reasonably be expected to result in a material liability under ERISA; (iv) none of Holdings, and neither the Borrower or nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (v) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, no . No such Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.

ERISA. The Company will, and will cause each of the Subsidiaries to, (a) Except as would comply with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder, except where the failure to comply therewith could not reasonably be expected, either individually or in the aggregate, expected to have a Material Adverse Effect: , and (b) furnish to the Agent (i) neither as soon as possible, and in any event within 30 days after any Responsible Officer of the Company either knows or has a reasonable basis to know that any Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC that alone or a Single Employer Plan has arisen on the assets of Holdings, the Borrower or together with any of its Restricted Subsidiaries, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would other Reportable Event could reasonably be expected to result in liability, of the Company, any Subsidiary or any ERISA Affiliate to the PBGC, a liability under ERISA; statement of a Responsible Officer of the Company (in his or her capacity as such) setting forth details as to such Reportable Event and the action proposed to be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice the Company, any Subsidiary or any ERISA Affiliate receives from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans or to appoint a trustee to administer any Plan or Plans, (iii) within 20 Business Days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Responsible Officer of the Company setting forth details as to such failure and the action proposed to be taken with respect thereto, together with a copy of such notice given to the PBGC and (iv) none of Holdingspromptly and in any event within 30 days after receipt thereof by the Company, the Borrower any Subsidiary or any ERISA Affiliate from the sponsor of its Restricted Subsidiaries would become subject to a Multiemployer Plan, a copy of each notice received by the Company, any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and (v) to the knowledge of Holdings, the Borrower or any ERISA Affiliate concerning (A) the imposition of its Restricted Subsidiaries, no Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in Reorganization or Insolvent. (b) Holdingsreorganization, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan in each case within the meaning of Section 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of ERISA; provided, however, that no such notice will be required under this subsection 13.6 unless the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (event, when aggregated with all other than Holdingsevents occurring at the same time, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan could be reasonably expected to result in liability in an amount that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay moneyexceed $5,000,000.