Common use of Pension Matters Clause in Contracts

Pension Matters. Schedule 7.17 sets forth, as of the date hereof, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except for those that could not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the Knowledge of any Obligor or Subsidiary thereof, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim and (z) no ERISA Event is reasonably expected to occur. Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and neither Borrower nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recent. As of the date hereof, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.

Pension Matters. Schedule 7.17 of the Disclosure Schedule sets forth, as of the date hereof, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifieshas received a favorable determination letter from the IRS, or is entitled to rely upon a favorable opinion letter from the IRS, and nothing has occurred since the date of such determination or opinion letter that could adversely affect the qualified status of such Benefit Plan. Except for those that could not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the Knowledge knowledge of any Obligor or Subsidiary thereofObligor, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim and (z) no ERISA Event is reasonably expected to occur. Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and neither Borrower nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recentrecent valuation date. As of the date hereof, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.

Pension Matters. Schedule 7.17 sets forth, as of the date hereof, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except for those that could would not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the Knowledge of any Obligor or Subsidiary thereof, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could would have an obligation or any liability or Claim and (z) no ERISA Event is reasonably expected to occur. Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and neither Borrower nor any of its ERISA Affiliates knows of any facts or circumstances that could would reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recentrecent valuation date. As of the date hereof, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.

Pension Matters. Schedule 7.17 sets forth, as of the date hereof, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law Laws so qualifies. Except for those that could not, in the aggregate, have a Material Adverse Effect, (x) each Each Benefit Plan is in material compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) Laws; there are no existing or pending (or or, to the Knowledge best knowledge of any Obligor or Subsidiary thereofthe Borrower, threatened) claims Claims (other than routine claims Claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation investigations involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim and (z) no ERISA Event is reasonably expected to occurwhich would result in a material liability. The Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and neither the Borrower nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recentrecent valuation date. As of the date hereof, no ERISA Event has occurred in connection with which material obligations and liabilities (contingent or otherwise) remain outstandingoutstanding and, to the best knowledge of the Borrower, no ERISA Event could reasonably be expected to occur that would result in a material liability. No ERISA Affiliate would have any material Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.

Pension Matters. Schedule 7.17 sets forth, as of the date hereof, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifiesis the subject of a favorable determination letter from the IRS and no event or condition exists which could reasonably be expected to result in revocation of such qualified status. Except for those that could not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the Knowledge of any Obligor or Subsidiary thereof, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim and (z) no ERISA Event is reasonably expected to occur. Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and neither Borrower nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recentrecent valuation date. As of the date hereof, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.

Pension Matters. Schedule 7.17 sets forth, as of the date hereof, forth a complete and correct list of, and that separately identifies, (ai) all Title IV Plans, and (bii) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except for those that could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (x) each Benefit Plan and Foreign Pension Plan is in compliance with all applicable provisions of ERISA, the Code and or other Requirements of applicable Law, (y) there are no existing or pending (or or, to the Knowledge knowledge of any Obligor or Subsidiary thereofObligor, threatened) claims threatened Claims (other than routine claims for benefits in the normal coursecourse of business), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any an Obligor or any Subsidiary thereof incurs or otherwise has or could reasonably be expected to have an obligation or any liability or Claim and (z) no ERISA Event has occurred or is reasonably expected to occuroccur in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. Borrower Each Obligor and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least sixty percent (60%), and neither Borrower none of the Obligors, nor any of its their Subsidiaries nor any of their ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below sixty percent (60% %) as of the most recentrecent valuation date. As of Except as would not (either individually or in the date hereofaggregate) reasonably be expected to have a Material Adverse Effect, no ERISA Event has occurred or is reasonably expected to occur in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.

Pension Matters. Schedule 7.17 sets forthTo the extent that any of the following events could, either individually or in the aggregate, reasonably be expected to result in liabilities in excess of $15,000,000, as soon as possible and, in any event, within ten Business Days after the US Borrower or any Subsidiary of the date hereofUS Borrower or any ERISA Affiliate knows or has reason to know of the occurrence of any of the following, the US Borrower will deliver to each of the Lenders a complete certificate of the chief financial officer or other Authorized Officer of the US Borrower setting forth the full details as to such occurrence and correct list ofthe action, and if any, that separately identifiesthe US Borrower, (a) all Title IV Planssuch Subsidiary or such ERISA Affiliate is required or proposes to take with respect thereto: that a Reportable Event has occurred; that a Plan has failed to satisfy the minimum funding standard, (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under within the meaning of Section 401 or 501 412 of the Code or other Requirements of Law so qualifies. Except for those that could not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions Section 302 of ERISA, the Code and other Requirements of Lawapplicable to such Plan, (y) there are no existing or pending (an application has been made or to the Knowledge of any Obligor or Subsidiary thereof, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim and (z) no ERISA Event is reasonably expected to occur. Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no be made for a waiver or modification of the minimum funding standards standard or an extension of any amortization period under Section 412 of the Code or Section 303 or 304 of ERISA Funding Rules with respect to a Plan; that any contribution required to be made by the US Borrower, any Subsidiary or any ERISA Affiliate with respect to a Plan, a Multiemployer Plan or a Foreign Pension Plan has not been timely made; that a Plan or a Multiemployer Plan has been applied for or obtained. As is reasonably expected to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that a Plan has an Unfunded Current Liability; that the US Borrower, any Subsidiary of the most recent valuation date for US Borrower or any Title IV ERISA Affiliate will or is reasonably expected to incur any liability to or on account of the termination of or withdrawal from a Plan or a Multiemployer Plan, ; that the funding target attainment percentage US Borrower or any Subsidiary of the US Borrower will or is reasonably expected to incur any material liability pursuant to any employee welfare benefit plan (as defined in Section 430(d)(23(1) of ERISA) that provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any Plan or Foreign Pension Plan; that there has been a determination that any Multiemployer Plan is, or is expected to be, in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); that there has been a determination that any Plan is in “at-risk” status (as defined in Section 430(i)(4) of the CodeCode or Section 303(i)(4) is of ERISA). The US Borrower will deliver to each of the Lenders (i) at least 60%, and neither Borrower nor any of its ERISA Affiliates knows the request of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60% as Lender on ten Business Days’ notice a complete copy of the most recent. As of the date hereof, no ERISA Event has occurred in connection with which obligations and liabilities annual report (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is madeInternal Revenue Service Form 5500 series) of each Plan (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be filed with the Internal Revenue Service and (ii) copies of any records, documents or other information that must be furnished to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA.

Pension Matters. Schedule 7.17 sets forth, forth (as of the date hereofsuch schedule may be updated on any Bringdown Date), a complete and correct list of, and that separately identifies, (ai) all Title IV Plans, (bii) all Multiemployer Plans and (ciii) all material Benefit Plans. Each Benefit Qualified Plan, and each trust thereunder, intended to qualify has received a favorable determination or may rely upon an opinion letter for tax exempt status under Section 401 a prototype plan letter from the IRS or 501 an application for such a letter is currently being processed by the IRS with respect thereto and, as of the Code date of this Agreement, to the knowledge of the Obligors, nothing has occurred that would reasonably be expected to prevent, or other Requirements of Law so qualifiescause the loss of, such qualification. Except for those that could not, in the aggregate, have reasonably be expected to result in a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of LawLaws, (y) there are no existing or pending (or to the Knowledge knowledge of any Obligor or Subsidiary thereofObligor, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim and (z) no ERISA Event is reasonably expected to occur. The Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least sixty percent (60%), and neither Borrower any Obligor nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below sixty percent (60% %) as of the most recentrecent valuation date. As of the date hereofClosing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would To the extent applicable, each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable requirements of Law and has been maintained, where required, in good standing with applicable regulatory authorities, except to the extent that the failure so to comply could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. Neither the Borrower nor any Withdrawal Liability as a result Subsidiary has incurred any material obligation in connection with the termination of a complete or withdrawal from any Multiemployer Foreign Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan that is funded, determined as of the end of the most recently ended fiscal year of the Borrower or Subsidiary, as applicable, on the date this representation basis of actuarial assumptions, each of which is madereasonable, did not exceed the current value of the property of such Foreign Plan by a material amount, and for each Foreign Plan that is not funded, the obligations of such Foreign Plan are properly accrued.

Pension Matters. Schedule 7.17 sets forth, forth (as of the date hereofsuch schedule may be updated on any Bringdown Date), a complete and correct list of, and that separately identifies, (ai) all Title IV Plans, (bii) all Multiemployer Plans and (ciii) all material Benefit Plans. Each Benefit Qualified Plan, and each trust thereunder, intended to qualify has received a favorable determination or may rely upon an opinion letter for tax exempt status under Section 401 a prototype plan letter from the IRS or 501 an application for such a letter is currently being processed by the IRS with respect thereto and, as of the Code date of this Agreement, to the knowledge of the Obligors, nothing has occurred that would reasonably be expected to prevent, or other Requirements of Law so qualifiescause the loss of, such qualification. Except for those that could not, in the aggregate, have reasonably be expected to result in a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of LawLaws, (y) there are no existing or pending (or to the Knowledge knowledge of any Obligor or Subsidiary thereofObligor, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim and (z) no ERISA Event is reasonably expected to occur. The Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least sixty percent (60%), and neither Borrower any Obligor nor any of its ERISA Affiliates knows of any facts or circumstances that could would reasonably be expected to cause the funding target attainment percentage to fall below sixty percent (60% %) as of the most recentrecent valuation date. As of the date hereofClosing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.

Pension Matters. Schedule 7.17 sets forth, as of the date hereof, forth a complete and correct list of, and that separately identifies, (ai) all Title IV Plans, (bii) all Multiemployer Plans and (ciii) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of applicable Law so qualifies. Except for those that could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (x) each Benefit Plan and Foreign Pension Plan is in compliance with all applicable provisions of ERISA, the Code and or other Requirements of applicable Law, (y) there are no existing or pending (or or, to the Knowledge knowledge of any Obligor or Subsidiary thereofObligor, threatened) claims threatened Claims (other than routine claims for benefits in the normal coursecourse of business), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any an Obligor or any Subsidiary thereof incurs or otherwise has or could reasonably be expected to have an obligation or any liability or Claim and (z) no ERISA Event is reasonably expected to occur. Borrower Each Obligor and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least sixty percent (60%), and neither Borrower none of the Obligors, nor any of its their Subsidiaries nor any of their ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below sixty percent (60% %) as of the most recentrecent valuation date. As of Except as would not (either individually or in the date hereofaggregate) reasonably be expected to ny-2328495 have a Material Adverse Effect, no ERISA Event has occurred or is reasonably expected to occur in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.

Pension Matters. Schedule 7.17 sets forth, as of the date hereof, a complete and correct list of, and that separately identifies, (a) all Title IV PlansEach Plan and, (b) all Multiemployer Plans with respect to each Plan, each of the US Borrower and (c) its ERISA Affiliates are in compliance in all material Benefit Plansrespects with the applicable provisions of ERISA and the Code. Each Benefit Plan, and each trust thereunder, Plan which is intended to qualify for tax exempt status under Section 401 or 501 401(a) of the Code or other Requirements of Law so qualifies. Except for those has received a favorable determination letter from the IRS indicating that could not, in the aggregate, have a Material Adverse Effect, (x) each Benefit such Plan is in compliance with applicable provisions of ERISA, the Code so qualified and other Requirements of Law, (y) there are no existing or pending (or nothing has occurred subsequent to the Knowledge issuance of any Obligor or Subsidiary thereof, threatened) claims such determination letter which would cause such Plan to lose its qualified status. No liability to the PBGC (other than routine claims for benefits required premium payments), the IRS, any Plan (other than in the normal ordinary course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation ) or any liability trust established under Title IV of ERISA has been or Claim and (z) no is expected to be incurred by the US Borrower or any of its ERISA Affiliates with respect to any Plan. No ERISA Event has occurred or is reasonably expected to occur. Borrower and The present value of all accrued benefit obligations under each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect Single Employer Plan (based on those assumptions used to each Title IV Planfund such Single Employer Plans) did not, and no waiver as of the minimum funding standards under last annual valuation date prior to the ERISA Funding Rules has been applied for date on which this representation is made or obtaineddeemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefit obligations by a material amount. As of the most recent valuation date for any Title IV each Multiemployer Plan, the funding target attainment percentage potential liability of the US Borrower and each of its ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, is zero. The US Borrower and each of its ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 430(d)(24219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. Neither the Code) is at least 60%, and neither US Borrower nor any of its ERISA Affiliates knows of contributes to, or has any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recent. As of the date hereofliability with respect to, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation or has any contingent liability with respect to any post-retirement welfare benefit under a Plan that is madesubject to ERISA, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

Pension Matters. Schedule 7.17 7.16 sets forth, forth (as of the date hereofsuch schedule may be updated on any Bringdown Date), a complete and correct list of, and that separately identifies, (ai) all Title IV Plans, Plans and (bii) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Qualified Plan, and each trust thereunder, intended to qualify has received a favorable determination or may rely upon an opinion letter for tax exempt status under Section 401 a preapproved plan letter from the IRS or 501 an application for such a letter is currently being processed by the IRS with respect thereto and, as of the Code date of this Agreement, to the knowledge of the Obligors, nothing has occurred that would reasonably be expected to prevent, or other Requirements of Law so qualifiescause the loss of, such qualification. Except for those that could not, in the aggregate, have reasonably be expected to result in a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of LawLaws, (y) there are no existing or pending (or to the Knowledge knowledge of any Obligor or Subsidiary thereofObligor, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim and (z) no ERISA Event is reasonably expected to occur. The Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least sixty percent (60%), and neither Borrower any Obligor nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below sixty percent (60% %) as of the most recentrecent valuation date. As Except for those that could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect, as of the date hereofClosing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would To the extent applicable, each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable requirements of Law and has been maintained, where required, in good standing with applicable regulatory authorities, except to the extent that the failure so to comply could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. Except for those that could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Withdrawal Liability as a result Subsidiary has incurred any obligation in connection with the termination of a complete or withdrawal from any Multiemployer Foreign Plan that remains outstanding. Except for those that could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect, the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan that is funded, determined as of the end of the most recently ended fiscal year of the Borrower or Subsidiary, as applicable, on the date this representation basis of actuarial assumptions, each of which is madereasonable, did not exceed the current value of the property of such Foreign Plan by a material amount, and for each Foreign Plan that is not funded, the obligations of such Foreign Plan are properly accrued.

Pension Matters. Schedule 7.17 sets forth, as of the date hereofClosing Date, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, Plans and (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except for those that could notwould not reasonably be expected to have, in the aggregate, have a Material Adverse Effect, (xw) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code DMS 17185250.10 and other Requirements of Law, (yx) there are no existing or pending (or to the Knowledge of any Obligor or Subsidiary thereof, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim and Claim, (zy) no ERISA Event is reasonably expected to occuroccur and, as of the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding, and (z) no ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made. Borrower Parent Guarantor and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and neither Borrower Parent Guarantor nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recent. As of the date hereof, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is maderecent valuation date.

Pension Matters. Schedule 7.17 sets forth, as of the date hereof, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except for those that could not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the Knowledge of any Obligor or Subsidiary thereof, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim and (z) no ERISA Event is reasonably expected to occur. Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and neither Borrower nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recentrecent valuation date. As of the date hereof, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.. [*] – indicates deleted language 43 CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24B-2

Pension Matters. Schedule 7.17 sets forthExcept as could not reasonably be expected to result in a Material Adverse Effect, each Qualified Plan has received a favorable determination or may rely upon an opinion letter for a prototype plan letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, as of the date hereofof this Agreement, a complete and correct list to the knowledge of the Obligors, nothing has occurred that would reasonably be expected to prevent, or cause the loss of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifiessuch qualification. Except for those that as could not, in the aggregate, have reasonably be expected to result in a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Lawapplicable Laws, and (y) there are no existing or pending (or to the Knowledge of any Obligor or Subsidiary thereof, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim and (z) no ERISA Event has occurred or is reasonably expected to occur. Borrower Except as could not reasonably be expected to result in a Material Adverse Effect, each Obligor and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan. Except as could not reasonably be expected to result in a Material Adverse Effect, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As as of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least sixty percent (60%), and neither Borrower any Obligor nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below sixty percent (60% %) as of the most recentrecent valuation date. As Except as could not reasonably be expected to result in a Material Adverse Effect, as of the date hereofClosing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) of any Obligor or its Subsidiaries remain outstanding. No To the extent applicable, each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable requirements of law and has been maintained, where required, in good standing with applicable regulatory authorities, except to the extent that the failure so to comply could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. Except as could not reasonably be expected to result in a Material Adverse Effect, no Obligor, nor any ERISA Affiliate would have or Subsidiary thereof, has incurred any Withdrawal Liability as a result obligation in connection with the termination of a complete or withdrawal from any Multiemployer Foreign Plan. Except as could not reasonably be expected to result in a Material Adverse Effect, the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan that is funded, determined as of the end of the most recently ended fiscal year of the Obligor or ERISA Affiliate or Subsidiary, as applicable, on the date this representation basis of actuarial assumptions, each of which is madereasonable, did not exceed the current value of the property of such Foreign Plan, and for each Foreign Plan that is not funded, the obligations of such Foreign Plan are properly accrued.

Pension Matters. Schedule 7.17 sets forthThe Borrower does not have any employees or any liabilities under any pension scheme. Except as could not reasonably be expected to have a Material Adverse Effect: (i) each Employee Plan is in compliance with ERISA and the IRC, as (ii) no Termination Event has occurred or is reasonably expected to occur with respect to any Employee Plan, (iii) no Employee Plan had an accumulated or waived funding deficiency or permitted decrease which would create a deficiency in its funding standard account or has applied for an extension of any amortization period within the meaning of Section 412 of the date hereof, a complete and correct list ofIRC at any time during the previous 60 months, and (iv) no Lien imposed under the IRC or ERISA exists or is likely to arise on account of any Employee Plan within the meaning of Section 412 of the IRC. Neither the Borrower nor any of its ERISA Affiliates has incurred any withdrawal liability under ERISA with respect to any Multiemployer Plan, or is aware of any facts indicating that separately identifiesit or any of its ERISA Affiliates will in the future incur any such withdrawal liability, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect: neither the Borrower nor any of its ERISA Affiliates has (A) failed to pay any required installment or other payment required under Section 412 of the IRC on or before the due date for such required installment or payment, (aB) all Title IV Plans, engaged in a transaction within the meaning of Section 4069 of ERISA or (bC) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Planincurred any liability to the PBGC which remains outstanding other than the payment of premiums, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifiesthere are no premium payments which have become due which are unpaid. Except for those that as could not, in the aggregate, not reasonably be expected to have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or or, to the Knowledge knowledge of any Obligor the Borrower, threatened claims, actions, proceedings or Subsidiary thereof, threatened) claims lawsuits (other than routine claims for benefits in the normal course)) asserted or instituted against (1) any Employee Plan or its assets, sanctions, actions, lawsuits or other proceedings or investigation involving (2) any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim and (z) no ERISA Event is reasonably expected to occur. Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules fiduciary with respect to each Title IV any Employee Plan, and no waiver of or (3) the minimum funding standards under the ERISA Funding Rules has been applied for Borrower or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and neither Borrower nor any of its ERISA Affiliates knows of with respect to any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recent. As of the date hereof, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is madeEmployee Plan.

Pension Matters. Schedule 7.17 (as such Schedule may be updated or supplemented from time to time by the Borrower as warranted by the ordinary course of business; provided that, prior to the effectiveness of any such update or supplement, the Administrative Agent, acting reasonably and in good faith, in consultation with the Borrower, shall have determined that such change or supplement is not being made to cure any Default that has occurred and is continuing as a result of any misrepresentation or error in, or omission from, such Schedule) sets forth, as of the date hereof, forth a complete and correct list of, and that separately identifies, (ai) all Title IV Plans, Plans and (bii) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except for those material issues that could would not, in the aggregate, have a Material Adverse Effectreasonably be expected to result in an aggregate liability that exceeds the dollar limitations referred to in Section 11.01(j), (xA) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of LawLaws, (yB) each Benefit Plan, and each trust thereunder that is intended to qualify for tax exempt status under Section 401 or 501 of the Code is the subject of a favorable IRS determination letter or opinion letter to such effect, (C) there are no existing or pending (or to the Knowledge knowledge of any Obligor or Subsidiary thereofany of its Subsidiaries, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could would be expected to have an obligation or any liability or Claim and Claim, (zD) no ERISA Event is reasonably expected to occur. Borrower has occurred, (E) the Borrower, each of the Subsidiaries and each of its their respective ERISA Affiliates has have met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and neither Borrower nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recent. As of the date hereof, (F) no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made...

Pension Matters. Schedule 7.17 sets forthNeither HomeLoan nor any of its former Subsidiaries currently maintains or at any time has maintained or contributed to any defined benefit pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) or any multiemployer plans (as defined in Section 3(37)(A) of ERISA). Each employee benefit plan (as defined in Section 3(3) of ERISA) (each, an "Employee Benefit Plan" or "Plan") maintained for employees of HomeLoan or any of its former Subsidiaries or to which HomeLoan or any of its former Subsidiaries have contributed and any related trust agreement, annuity contract or any other funding or implementing instrument complies currently and has complied in the past, in all material respects, as to form, operation and administration, with the provisions of ERISA, as amended, and all other applicable laws, rules and regulations and with the Internal Revenue Code of 1986, as amended (the "Code"), where required in order to be tax-qualified under Section 401(a) or 403(a) and 501(a) of the Code, and no event has occurred that is reasonably likely to give rise to disqualification of any such Plan under said Sections. All necessary governmental approvals for the Employee Benefit Plans have been obtained; each Employee Benefit Plan that is subject thereto meets and has met at all times the minimum funding standards of Section 302 of ERISA, Section 412 of the Code and any other applicable law, and no accumulated funding deficiency, whether or not waived, exists with respect to any such Plan; each Employee Benefit Plan that is an employee pension benefit plan (as defined in Section 3(2)(A) of ERISA) has been duly authorized by the Board of Directors of HomeLoan and a favorable determination as to the qualification under the Code of each such employee pension benefit plan has been made by the Internal Revenue Service and is currently effective. There has occurred no "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) which is likely to result in the imposition of any material penalties or taxes under Section 502(i) of ERISA or Section 4975 of the Code upon HomeLoan. The fair market value of the assets of each pension plan exceeds the present value of the "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA) under such plan as of the end of the most recent plan year ending prior to the date hereof, calculated on the basis of the actuarial assumptions used in the most recent actuarial valuation for such plan as of the date hereof, . No notice of a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except for those that could not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the Knowledge of any Obligor or Subsidiary thereof, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim and (z) no ERISA Event is reasonably expected to occur. Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage "reportable event" (as defined in Section 430(d)(24043 of ERISA) for which the 30-day reporting requirement has not been waived has been required to be filed for any plan within the 12-month period ending on the date hereof. HomeLoan has not provided, or is not required to provide, security to any plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the Code. There is no pending or, to HomeLoan's knowledge, threatened litigation, administrative action or proceeding relating to any plan. Except as provided elsewhere in this Agreement, there has been no announcement or commitment by HomeLoan to create an additional plan, or to amend any plan, except for amendments required by applicable law which do not materially increase the cost of such plan. HomeLoan does not have any obligations for post-retirement or post-employment benefits under any plan that cannot be amended or terminated upon thirty (30) days' notice or less without incurring any liability thereunder, except for coverage required by Part 6 of Title I of ERISA or Section 4980B of the Code, or similar state laws, the cost of which is at least 60%, and neither Borrower nor any of its ERISA Affiliates knows borne by the insured individuals. All contributions required to be made under the terms of any facts plan have been timely made or circumstances that could reasonably be expected have been reflected on HomeLoan's reports. With respect to cause HomeLoan, the funding target attainment percentage to fall below 60% as execution and delivery of this Agreement and the consummation of the most recent. As transactions contemplated hereby will not result in any payment or series of payments by HomeLoan to any person which is an "excess parachute payment" (as defined in Section 280G of the date hereofCode), no ERISA Event has occurred in connection with which obligations and liabilities increase or secure (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result by way of a complete withdrawal from trust or other vehicle) any Multiemployer Plan on benefits payable under any plan or accelerate the date this representation is madetime of payment or vesting of any such benefit.

Pension Matters. Schedule 7.17 sets forth, as of the date hereof, forth a complete and correct list of, and that separately identifies, (ai) all Title IV Plans, (bii) all Multiemployer Plans and (ciii) all material Benefit PlansPlans of the Borrower and each of its Subsidiaries. Each such Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law Laws so qualifies. Except for those that could not, in the aggregate, have a Material Adverse Effect, (x) each Each such Benefit Plan is in material compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) Laws; there are no existing or pending (or or, to the Knowledge knowledge of any Obligor or Subsidiary thereofthe Borrower, threatened) claims Claims (other than routine claims Claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation investigations involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could reasonably be expected to have an obligation or any liability or Claim and (z) no ERISA Event is reasonably expected to occur. The Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least sixty percent (60%), and neither none of the Borrower nor any of its Subsidiaries nor any of their ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below sixty percent (60% %) as of the most recentrecent valuation date. As of the date hereof, no ERISA Event has occurred or is reasonably expected to occur in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would reasonably be expected to have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.

Pension Matters. Schedule 7.17 sets forth3. Each Plan and, as with respect to each Plan, each of the date hereof, a complete US Borrower and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) its ERISA Affiliates are in compliance in all material Benefit Plansrespects with the applicable provisions of ERISA and the Code. Each Benefit Plan, and each trust thereunder, Plan which is intended to qualify for tax exempt status under Section 401 or 501 401(a) of the Code or other Requirements of Law so qualifies. Except for those has received a favorable determination letter from the IRS indicating that could not, in the aggregate, have a Material Adverse Effect, (x) each Benefit such Plan is in compliance with applicable provisions of ERISA, the Code so qualified and other Requirements of Law, (y) there are no existing or pending (or nothing has occurred subsequent to the Knowledge issuance of any Obligor or Subsidiary thereof, threatened) claims such determination letter which would cause such Plan to lose its qualified status. No liability to the PBGC (other than routine claims for benefits required premium payments), the IRS, any Plan (other than in the normal ordinary course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation ) or any liability trust established under Title IV of ERISA has been or Claim and (z) no is expected to be incurred by the US Borrower or any of its ERISA Affiliates with respect to any Plan. No ERISA Event has occurred or is reasonably expected to occur. Borrower and The present value of all accrued benefit obligations under each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect Single Employer Plan (based on those assumptions used to each Title IV Planfund such Single Employer Plans) did not, and no waiver as of the minimum funding standards under last annual valuation date prior to the ERISA Funding Rules has been applied for date on which this representation is made or obtaineddeemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefit obligations by a material amount. As of the most recent valuation date for any Title IV each Multiemployer Plan, the funding target attainment percentage potential liability of the US Borrower and each of its ERISA Affiliates for a complete withdrawal from such 152 Multiemployer Plan (within the meaning of Section 4203 of ERISA) or for a partial withdrawal from such Multiemployer Plan (within the meaning of Section 4205 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, is zero. The US Borrower and each of its ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 430(d)(24219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. Neither the Code) is at least 60%, and neither US Borrower nor any of its ERISA Affiliates knows of contributes to, or has any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recent. As of the date hereofliability with respect to, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation or has any contingent liability with respect to any post-retirement welfare benefit under a Plan that is madesubject to ERISA, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

Pension Matters. Schedule 7.17 sets forth, as of the date hereof, a complete and correct list of, and that separately identifies, (ai) all Title IV Plans, (bii) all Multiemployer Plans and (ciii) all material Benefit Plans. Each Benefit Qualified Plan, and each trust thereunder, intended to qualify has received a favorable determination or may rely upon an opinion letter for tax exempt status under Section 401 a prototype plan letter from the IRS or 501 an application for such a letter is currently being processed by the IRS with respect thereto and, as of the Code date of this Agreement, to the knowledge of the Obligors, nothing has occurred that would reasonably be expected to prevent, or other Requirements of Law so qualifiescause the loss of, such qualification. Except for those that could not, in the aggregate, have reasonably be expected to result in a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of LawLaws, (y) there are no existing or pending (or to the Knowledge knowledge of any Obligor or Subsidiary thereofObligor, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim and (z) no ERISA Event is reasonably expected to occur. The Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least sixty percent (60%), and neither Borrower any Obligor nor any of its Subsidiaries nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below sixty percent (60% %) as of the most recentrecent valuation date. As of the date hereofClosing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would To the extent applicable, each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable requirements of Law and has been maintained, where required, in good standing with applicable regulatory authorities, except to the extent that the failure so to comply could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. Neither the Borrower nor any Withdrawal Liability as a result Subsidiary has incurred any material obligation in connection with the termination of a complete or withdrawal from any Multiemployer Foreign Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan that is funded, determined as of the end of the most recently ended fiscal year of the Borrower or Subsidiary, as applicable, on the date this representation basis of actuarial assumptions, each of which is madereasonable, did not exceed the current value of the property of such Foreign Plan by a material amount, and for each Foreign Plan that is not funded, the obligations of such Foreign Plan are properly accrued.