Common use of Solvency; No Litigation, Violation, Indebtedness or Default Clause in Contracts

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its Subsidiaries, individually and taken as a whole, is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries has any (i) pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in a Material Adverse Effect and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted Indebtedness. (c) Neither Borrower nor any of its Subsidiaries is in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its Subsidiaries, individually and taken as a whole, is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries has any no (i) pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect Effect, and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any of its Subsidiaries is not in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), : (i) no No Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a401 (a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a401 (a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.federal

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its Subsidiaries, individually and taken as a whole, is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries has any no (i) pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect Effect, and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any of its Subsidiaries is not in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no No Plan has incurred any “"accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.;

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the Transactions, Borrower and each of its Subsidiariesthe other Loan Parties, individually and taken as a whole, is will be solvent, able to pay its their respective debts as they mature, has will have capital sufficient to carry on its business their respective businesses and all businesses in which it is they are about to engage, and (i) as of the Closing Date, the fair present saleable value of its assetsthe assets of Borrower and the other Loan Parties taken as a whole, calculated on a going concern basis, is in excess of the amount of its the liabilities of the Loan Parties and (ii) subsequent after giving effect to the Closing DateTransactions, the fair saleable value of its the assets of Borrower and the other Loan Parties taken as a whole, (calculated on a going concern basis) will be in excess of the amount of its liabilitiesthe liabilities of the Loan Parties. (b) As of the Closing Date, no action, claim, lawsuit, demand, investigation or proceeding is now pending or, to the knowledge of any Loan Party, threatened against any Loan Party or any of its Subsidiaries, before any Governmental Body or before any arbitrator or panel of arbitrators, which challenges the right or power of any Loan Party or any of its Subsidiaries to enter into or perform any of its obligations under the Related Transaction Documents to which it is a party, or the validity or enforceability of this Agreement, any Other Document or any Related Transaction Document or any action taken thereunder. Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries no Loan Party has any (i) pending or or, to the knowledge of any Loan Party, threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in have a Material Adverse Effect and (ii) liabilities or, as of the Closing Date, result in injunctive relief or indebtedness for borrowed money other than the Obligations and the Permitted Indebtednessfindings of criminal misconduct of any Loan Party or any of its Subsidiaries. (c) Neither Borrower nor any of its Subsidiaries No Loan Party is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries Loan Party in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal. As of the Closing Date, in no Loan Party or any respect which could reasonably be expected Subsidiary of any Loan Party is the subject of an audit or, to have a Material Adverse Effecteach Loan Party’s knowledge, any review or investigation by any Governmental Body concerning the violation or possible violation of any Applicable Law. (d) Neither Borrower Except as could not reasonably be expected to result in a material liability to any Loan Party: neither any Loan Party nor any Subsidiary of its Subsidiaries nor any member of the Controlled Group a Loan Party maintains or contributes to any Pension Benefit Plan other than (x) on the Closing Date, those listed on Schedule 5.8(d) heretohereto and (y) thereafter, as permitted under this Agreement. Except as set forth in Schedule 5.8(d), (i) no Pension Benefit Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries Loan Party and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Pension Benefit Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Pension Benefit Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Benefit Plan, ; (v) at this timeon the Closing Date, the current value of the assets of each Pension Benefit Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Pension Benefit Plan and neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group has breached any of the material responsibilities, obligations or duties imposed on it by ERISA with respect to any Pension Benefit Plan, ; (vii) neither Borrower nor any of its Subsidiaries Loan Party nor any member of a Controlled Group has incurred any material liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, ; (viii) neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Pension Benefit Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Pension Benefit Plan which is subject to ERISA, ; (ix) Borrower, each of its Subsidiaries Loan Party and each member of the Controlled Group has made all material contributions due and payable with respect to each Pension Benefit Plan, ; (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, Reportable Event; (xi) neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates such Loan Party and any member of the Controlled Group, and ; (xii) neither Borrower any Loan Party nor any member of its Subsidiaries the Controlled Group maintains or contributes to any Plan which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with Section 4980B of the Code; (xiii) neither any Loan Party nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 19801980 and there exists no fact which would reasonably be expected to result in any such withdrawal and liability; and (xiv) no Pension Benefit Plan fiduciary (as defined in Section 3(21) of ERISA) has any material liability for breach of fiduciary duty or for any failure in connection with the administration or investment of the assets of a Pension Benefit Plan.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its SubsidiariesBorrower, individually and taken as on a wholeconsolidated basis, is now and, after giving effect to the Transactions will be, solvent, able to pay its debts as they mature, has and, after giving effect to the Transactions, will have, capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, on a consolidated basis, calculated on a going concern basis, is in excess of the amount of Borrowers’ and its Subsidiaries’ liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in on Schedule 5.8(b), neither Borrower nor any of its Subsidiaries no Credit Party has (and as to the Credit Parties to be acquired in the Transactions, to Borrower’s knowledge, have) any (i) pending or threatened litigation, arbitration, actions or proceedings which if adversely determined that could reasonably be expected to result in have a Material Adverse Effect Effect, and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any of its Subsidiaries Except as disclosed on Schedule 5.8(c), no Credit Party is (and as to the Credit Parties to be acquired in the Transactions, to Borrower’s knowledge, are) in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to would have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries Credit Party (and as to a Credit Party to be acquired in the Transactions to Borrower’s knowledge are) in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which tribunal that could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than as of the Closing Date, those listed on Schedule 5.8(d) heretohereto and thereafter, as permitted under this Agreement. Except as set forth in on Schedule 5.8(d), to Borrower’s knowledge, (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.;

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Each Borrower and each of its Subsidiaries, individually and taken as a whole, is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any pending or or, to the best knowledge of Borrowing Agent after due inquiry, threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect Effect, and (ii) any liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no No Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) except as provided in Schedule 5.8(d) hereto, at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither any Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.;

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its Subsidiaries, individually and Verrazano taken as a whole, whole is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assetsthe assets of Borrower and Verrazano taken as a whole, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its the assets of Borrower and Verrazano taken as a whole (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries no Loan Party has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in have a Material Adverse Effect Effect, and (ii) liabilities or indebtedness any Indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any of its Subsidiaries No Loan Party is in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries Loan Party in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect tribunal which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries No Loan Party nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto). Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries Loan Party and each member of the Controlled Group has have met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor no Loan Party or any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, except where any breach could not reasonably be expected to result in a Material Adverse Effect, (vii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, except where any breach could not reasonably be expected to result in a Material Adverse Effect, (viii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries Loan Party and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR CFR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Loan Party and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the Transactions, each Borrower and each of its Subsidiaries, individually and taken as a whole, is Guarantor will be solvent, able to pay its debts as they mature, has have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any none of its Subsidiaries Borrowers or RHC has any (i) any pending or threatened litigation, arbitration, actions action or proceedings which if adversely determined could reasonably be expected to result in a Material Adverse Effect and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted Indebtedness. (c) Neither Borrower nor any of its Subsidiaries is in violation of any applicable statute, regulation or ordinance in any respect proceeding which could reasonably be expected to have a Material Adverse Effect, nor or (ii) any Indebtedness for borrowed money other than the Obligations. (c) No Borrower is, and RHC is Borrower or any of its Subsidiaries not, in violation of any order applicable statute, regulation or ordinance, or of any order, writ, junction or decree of any court, governmental authority Governmental Body or arbitration board or tribunal, in each case in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor any or member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto). Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any “"accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower Borrowers and each of its Subsidiaries and each member members of the Controlled Group has have met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither no Borrower nor any of its Subsidiaries nor any or member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither no Borrower nor any of its Subsidiaries nor any or member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither no Borrower nor any of its Subsidiaries nor any or member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither no Borrower nor any of its Subsidiaries nor any or member of a the Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and and, to Borrowers' knowledge, no fact exists which could give rise to any such liability, (viii) neither no Borrower nor any of its Subsidiaries nor any or member of the Controlled Group Group, nor any fiduciary of, nor any trustee to, any Plan, has has, engaged in a “non-exempt "prohibited transaction” " described in Section 406 of the ERISA or Section 4975 of the Code nor or taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries Borrowers and each member of the Controlled Group has have made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 Reportable Event has not been waivedoccurred and is continuing with respect to any Plan, (xi) neither no Borrower nor any of its Subsidiaries nor any or member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any a Borrower or member of the Controlled Group, and (xii) neither no Borrower nor any of its Subsidiaries nor any or member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and After giving effect to the transactions anticipated to occur on the Closing Date, each of its Subsidiaries, individually and taken as a whole, is Loan Party will be solvent, able to pay its debts as they mature, has have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its each Loan Party’s assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its each Loan Party’s assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries has any (i) there is no pending or threatened (in writing) litigation, arbitration, actions or proceedings which if adversely determined could is reasonably be expected likely to result in a Material Adverse Effect Effect, and (ii) as of the Closing Date, no Loan Party has any liabilities or indebtedness nor Indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any of its Subsidiaries is The Loan Parties are not in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries Loan Party in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect tribunal which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor No Loan Party or any member of the Controlled Group Group, maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries Loan Party and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries nor no Loan Party or any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGCPBGC under Title IV of ERISA, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor no Loan Party or any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor no Loan Party or any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor no Loan Party or any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor no Loan Party or any member of its Subsidiaries nor the Controlled Group has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA), (ix) no Loan Party or any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ixx) Borrower, each of its Subsidiaries Loan Party and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (xxi) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR CFR §2615.3 has not been waived, (xixii) neither Borrower nor any of its Subsidiaries nor no Loan Party or any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan Plan existing for the benefit of persons Persons other than employees or former employees or dependant spouses of Borrower, employees or former employees of any of its Subsidiaries, Affiliates Loan Party and any member of the Controlled Group, and (xiixiii) neither Borrower nor any of its Subsidiaries nor no Loan Party or any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the Restatement Effective Date Transactions, Borrower and each of its Subsidiariesthe other Loan Parties, individually and taken as a whole, is will be solvent, able to pay its their respective debts as they mature, has will have capital sufficient to carry on its business their respective businesses and all businesses in which it is they are about to engage, and (i) as of the Closing Restatement Effective Date, the fair present saleable value of its assetsthe assets of Borrower and the other Loan Parties taken as a whole, calculated on a going concern basis, is in excess of the amount of its the liabilities of the Loan Parties and (ii) subsequent after giving effect to the Closing DateRestatement Effective Date Transactions, the fair saleable value of its the assets of Borrower and the other Loan Parties taken as a whole, (calculated on a going concern basis) will be in excess of the amount of its liabilitiesthe liabilities of the Loan Parties. (b) No action, claim, lawsuit, demand, investigation or proceeding is now pending or, to the knowledge of any Loan Party, threatened against any Loan Party or any of its Subsidiaries, before any Governmental Body or before any arbitrator or panel of arbitrators, which challenges the right or power of any Loan Party or any of its Subsidiaries to enter into or perform any of its obligations under the Revolving Loan Documents to which it is a party, or the validity or enforceability of this Agreement, any Other Document or any Revolving Loan Document or any action taken thereunder. Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries no Loan Party has any (i) pending or or, the knowledge of any Loan Party, threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in have a Material Adverse Effect and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted Indebtednessresult in injunctive relief or findings of criminal misconduct of any Loan Party or any of its Subsidiaries. (c) Neither Borrower nor any of its Subsidiaries No Loan Party is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries Loan Party in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal. No Loan Party or any Subsidiary of any Loan Party is the subject of an audit or, in to each Loan Party’s knowledge, any respect which could reasonably be expected to have a Material Adverse Effectreview or investigation by any Governmental Body concerning the violation or possible violation of any Applicable Law. (d) Neither Borrower Except as could not reasonably be expected to result in a material liability to any Loan Party: neither any Loan Party nor any Subsidiary of its Subsidiaries nor any member of the Controlled Group a Loan Party maintains or contributes to any Pension Benefit Plan other than (x) those listed on Schedule 5.8(d) heretohereto and (y) thereafter, as permitted under this Agreement. Except as set forth in Schedule 5.8(d), (i) no Pension Benefit Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries Loan Party and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Pension Benefit Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Pension Benefit Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Benefit Plan, ; (v) at this time, the current value of the assets of each Pension Benefit Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Pension Benefit Plan and neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group has breached any of the material responsibilities, obligations or duties imposed on it by ERISA with respect to any Pension Benefit Plan, ; (vii) neither Borrower nor any of its Subsidiaries Loan Party nor any member of a Controlled Group has incurred any material liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, ; (viii) neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Pension Benefit Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Pension Benefit Plan which is subject to ERISA, ; (ix) Borrower, each of its Subsidiaries Loan Party and each member of the Controlled Group has made all material contributions due and payable with respect to each Pension Benefit Plan, ; (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, Reportable Event; (xi) neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates such Loan Party and any member of the Controlled Group, and ; (xii) neither Borrower any Loan Party nor any member of its Subsidiaries the Controlled Group maintains or contributes to any Plan which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with Section 4980B of the Code; (xiii) neither any Loan Party nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 19801980 and there exists no fact which would reasonably be expected to result in any such withdrawal and liability; and (xiv) no Pension Benefit Plan fiduciary (as defined in Section 3(21) of ERISA) has any material liability for breach of fiduciary duty or for any failure in connection with the administration or investment of the assets of a Pension Benefit Plan.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its SubsidiariesBorrowers are and, individually and taken as a wholeafter giving effect to the Transactions, is Borrowers will be solvent, able to pay its their debts as they mature, has have capital sufficient to carry on its their business and all businesses in which it is they are about to engage, and (i) as of the Closing Date, the fair present saleable value of its their assets, calculated on a going concern basis, is in excess of the amount of its their liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its their assets (calculated on a going concern basis) will be in excess of the amount of its their liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect on such Borrower, and (ii) any liabilities or nor indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse EffectEffect on such Borrower, nor is any Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by is the subject of an Internal Revenue Service to be qualified under Section 401(a) determination letter or, in the case of the Code a prototype plan, an Internal Revenue Service opinion letter, and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any PlanPlan which breach reasonably could result in material liability to any Borrower or Controlled Group member, (vii) neither no Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any material liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code which reasonably could result in any material liability to any Borrower or Controlled Group member nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries Borrower and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) 4043 of ERISA, for which the thirty (30) day notice period contained in 29 CAR CFR §2615.3 has not been waived, (xi) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan Plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Borrower and any member of the Controlled Group, and (xii) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the transactions contemplated under this Agreement (collectively, the “Transactions”), each Borrower and each of its Subsidiaries, individually and taken as a whole, is Party will be solvent, able to pay its debts as they mature, has will have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries Party has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessEffect. (c) Neither No Borrower nor any of its Subsidiaries Party is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower or any of its Subsidiaries Party in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect tribunal which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor The Canadian Benefit Plans are, and have been, established, registered, amended, funded, invested and administered in compliance with the terms of such Canadian Benefit Plans, all Applicable Laws and any of its Subsidiaries nor any member of the Controlled Group maintains applicable collective agreements. There is no investigation by a Governmental Body or contributes to any Plan claim (other than those listed on Schedule 5.8(droutine claims for payment of benefits) hereto. Except as set forth in Schedule 5.8(d)pending or, (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows knowledge of any facts Borrower Party, threatened involving any Canadian Benefit Plan or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Codeassets, and no fact exists facts exist which could reasonably be expected to give rise to any such liabilityinvestigation or claim (other than routine claims for payment of benefits). All employer and employee payments, (viii) neither Borrower nor any contributions and premiums required to be remitted, paid to or paid in respect of each Canadian Pension Plan have been paid or remitted in accordance with its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a terms and all Applicable Laws. No Pension Plan Termination Event with respect has occurred. The Borrower Parties do not, and have not ever, sponsored, administered, participated in or contributed to any such Plan which is subject a retirement or pension arrangement that provides defined benefits to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member the a Borrower Party. None of the Controlled GroupCanadian Benefit Plans, and (xii) neither Borrower nor any other than the Canadian Pension Plans, provide benefits beyond retirement or other termination of its Subsidiaries nor any member service to employees or former employees of the Controlled Group has withdrawn, completely Borrower Parties or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act beneficiaries or dependants of 1980such employees.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its Subsidiaries, individually and taken as a whole, is Borrowers are solvent, able to pay its their debts as they maturemature and as extended in the ordinary course, has have capital sufficient to carry on its their business and all businesses in which it is they are about to engage, and (i) as of the Closing Date, the fair present saleable value of its their assets, calculated on a going concern basis, is in excess of the amount of its their liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its their assets (calculated on a going concern basis) will be in excess of the amount of its their liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any pending or or, to its knowledge, threatened litigation, arbitration, actions or proceedings which which, if decided adversely determined could reasonably be expected to result in have a Material Adverse Effect on such Borrower, and (ii) liabilities or any indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, regulation or ordinance in any respect Applicable Law which could reasonably be expected to have a Material Adverse EffectEffect on such Borrower, nor is any Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither no Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries Borrower and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR CFR §2615.3 has not been waived, (xi) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Borrower and any member of the Controlled Group, and (xii) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Multiple Employer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its SubsidiariesBorrower, individually and taken as on a wholeconsolidated basis, is now and, after giving effect to the Transactions will be, solvent, able to pay its debts as they mature, has and, after giving effect to the Transactions, will have, capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, on a consolidated basis, calculated on a going concern basis, is in excess of the amount of Borrower’s and its Subsidiaries’ liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in on Schedule 5.8(b), neither Borrower nor any of its Subsidiaries no Credit Party has any (i) pending or threatened litigation, arbitration, actions or proceedings which if adversely determined that could reasonably be expected to result in have a Material Adverse Effect Effect, and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any of its Subsidiaries Except as disclosed on Schedule 5.8(c), no Credit Party is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to would have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries Credit Party in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which tribunal that could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than as of the Closing Date, those listed on Schedule 5.8(d) heretohereto and thereafter, as permitted under this Agreement. Except as set forth in on Schedule 5.8(d), to Borrower’s knowledge, (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.;

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower After giving effect to the Closing Date Transactions, DDH and each of its Subsidiaries, individually and Subsidiaries taken as a wholewhole on a Consolidated Basis are, and, upon the incurrence of any Advance on any date on which this representation and warranty is solventmade or deemed made, able to pay its debts as they maturewill be, has capital sufficient to carry on its business and all businesses in which it is about to engage, and Solvent. (b) There are no Adverse Proceedings that (i) as of the Closing Datedate hereof purport to affect or pertain to this Agreement or any Other Document, the fair present saleable value of its assets, calculated on a going concern basis, is in excess or any of the amount of its liabilities and transactions contemplated hereby or (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries has any (i) pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in a Material Adverse Effect and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted Indebtedness. (c) Neither Borrower nor any of its Subsidiaries is in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, . No Credit Party nor is Borrower or any of its Subsidiaries is subject to or in violation default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any order of any courtGovernmental Body that, governmental authority individually or arbitration board or tribunalin the aggregate, in any respect which could reasonably be expected to have a Material Adverse Effect. (dc) Neither Borrower nor any of Each Credit Party and its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth is in Schedule 5.8(d), compliance with (i) no Plan has incurred any “accumulated funding deficiency,” the USA PATRIOT Act and OFAC rules and regulations as defined provided in Section 302(a)(2Sections 5.29 and 5.30 and (ii) except such non-compliance with such other Applicable Laws that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, all other Applicable Laws. (i) Except as could not reasonably be expected to have a Material Adverse Effect, each of the Credit Parties and their Subsidiaries are in compliance with all applicable provisions and requirements of ERISA and Section 412(a) of the Code, whether or not waivedCode and the regulations and published interpretations thereunder with respect to each Pension Plan, and Borrower and have performed all their obligations under each of its Subsidiaries and each member of the Controlled Group has met Pension Plan in all applicable minimum funding requirements under Section 302 of ERISA in respect of each Planmaterial respects, (ii) each Pension Plan which is intended to be a qualified plan qualify under Section 401(a) of the Code as currently in effect has been determined by received a favorable determination letter or is the subject of a favorable opinion letter from the Internal Revenue Service indicating that such Pension Plan is so qualified and, to be qualified under Section 401(a) the best knowledge of the Code and Credit Parties, nothing has occurred subsequent to the trust related thereto is exempt from federal income tax under Section 501(a) issuance of the Codesuch determination letter which would cause such Pension Plan to lose its qualified status except where such event could not reasonably be expected to result in a Material Adverse Effect, (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any except as could not reasonably be expected to have a Material Adverse Effect, no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Pension Plan (other than for routine claims and required funding obligations in the payment of premiums, and there are no premium payments which have become due which are unpaid, (ivordinary course) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings or any trust established under Title IV of ERISA to terminate has been incurred by any PlanCredit Party, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor or any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilitiestheir ERISA Affiliates, (viiv) neither Borrower nor except as would not reasonably be expected to result in liability to any Credit Party or any of its Subsidiaries nor any member in excess of $500,000, no ERISA Event has occurred, and (v) except to the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising extent required under Section 4972 or 4980B of the Code, Code and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any Section 601 et seq. of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 similar state laws and except as could not reasonably be expected to have a Material Adverse Effect, no Pension Plan provides health or welfare benefits (through the purchase of the Code nor taken insurance or otherwise) for any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees retired or former employees employee of Borrower, any Credit Party or any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the Transactions, Borrower and each of its Subsidiaries, individually and taken as on a wholeconsolidated basis, is will be solvent, able to pay its debts as they mature, has have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its each Loan Party’s assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) immediately subsequent to the Closing Date, the fair saleable value of its each Loan Party’s assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. For purposes of this Section 5.8(a), the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5). (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries no Loan Party has any (i) pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could would reasonably be expected expected, individually or in the aggregate, to result in have a Material Adverse Effect and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessEffect,. (c) Neither Borrower nor any of its Subsidiaries No Loan Party is in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effectmaterial respect, nor is Borrower or any of its Subsidiaries Loan Party in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries No Loan Party nor any member of the Controlled Group maintains or contributes to any Pension Benefit Plan other than those listed on Schedule 5.8(d) hereto). No Loan Party nor any member of the Controlled Group has any liability to, or has ever contributed to or had an obligation to contribute to a Multiemployer Plan. No Loan Party nor any member of the Controlled Group has or ever has maintained a defined benefit pension plan subject to the minimum funding requirements of Code Section 412 or ERISA Section 302. Except as set forth would not reasonably be expected, individually or in Schedule 5.8(d)the aggregate, to have a Material Adverse Effect, (i) no Pension Benefit Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries Loan Parties and each member of the Controlled Group has have met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Pension Benefit Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter, or a favorable opinion letter as currently in effect has been determined by the Internal Revenue Service to be qualified its qualification under Section 401(a) of the Code and no event or circumstance has occurred which would reasonably be expected to result in the trust related thereto is exempt from federal income tax revocation of such qualified status of the form of the Plan document under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Pension Benefit Plan has been terminated within the last five years by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Benefit Plan, (v) at this time, the current value of the assets of each Pension Benefit Plan equals or funded Plan exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor each Loan Party and any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of a Controlled Group has incurred any material liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could would give rise to any such material liability, (viii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries Loan Party and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, ERISA for which the thirty (30) day notice period contained in 29 CAR CFR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons Persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Loan Parties and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the Transactions, Borrower and each of its Subsidiaries, individually and taken as a whole, is will be solvent, able to pay its debts as they mature, has capital sufficient to carry on its their business and all businesses in which it is they are about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities.. " (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries has any does not have (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect on Borrower, and (ii) any liabilities or nor indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any of its Subsidiaries is not in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse EffectEffect on Borrower, nor is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any “"accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.,

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and After giving effect to the Transactions, each of its Subsidiaries, individually and taken as a whole, is Loan Party will be solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its each Loan Party's assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its each Loan Party's assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries no Loan Party has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect Effect, and (ii) any liabilities or indebtedness for borrowed money Indebtedness for Money Borrowed other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any of its Subsidiaries No Loan Party is in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries Loan Party in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries No Loan Party nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d)5.8(d)-1, (i) no Plan has incurred any “"accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries Loan Party and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor no Loan Party or any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “"prohibited transaction” " described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries Loan Party and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR CFR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Loan Party and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980. (e) No Loan Party has any Canadian Benefit Plans (other than, for greater certainty, universal plans created by and to which such Loan Party is obligated to contribute by statute) or any Canadian Pension Plans, other than those listed in Schedule 5.8(e). The Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and all other applicable laws which require registration and no event has occurred which is reasonably likely to cause the loss of such registered status. All material obligations of each Loan Party (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Plans and the funding agreements therefor have been performed in a timely fashion. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. There are no outstanding disputes concerning the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Each of the Canadian Pension Plans is fully funded on a solvency basis (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Body and which are consistent with generally accepted actuarial principles).

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower is and each of its Subsidiaries, individually and taken as a whole, is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and will at all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilitiestime remain Solvent. (b) Except as disclosed in Schedule 5.8(bSCHEDULE 5.7(b), neither Borrower nor any of its Subsidiaries has any (i) no pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect on Borrower, and (ii) no liabilities or indebtedness Indebtedness for borrowed money Money Borrowed other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any of its Subsidiaries is in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(dSCHEDULE 5.7(c) hereto. Except as set forth in Schedule 5.8(dSCHEDULE 5.7(c), (i) no Plan has incurred any “"accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.,

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its Subsidiaries, individually and taken as a whole, is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries has any no (i) pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in have a Material Adverse Effect Effect, and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any of its Subsidiaries is not in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect tribunal which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code as to its written terms and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaidunpaid and as to which the failure to pay could reasonably be expected to have a Material Adverse Effect, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any PlanPlan where such termination or the institution of such proceedings could reasonably be expected to have a Material Adverse Effect, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any PlanPlan except to the extent that any such breach would not be reasonably expected to have a Material Adverse Effect, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, the imposition of which could reasonably be expected to have a Material Adverse Effect, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries Borrower and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR CFR §2615.3 4043.61 is applicable and has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Borrower and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980, the imposition of which could reasonably be expected to have a Material Adverse Effect.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the Transactions, Borrower and each of its Subsidiaries, individually and taken as a whole, is shall be solvent, able to pay its debts as they mature, has shall have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will shall be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b4.8(b), neither Borrower nor any of its Subsidiaries has any no (i) pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in have a Material Adverse Effect Effect, and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any of its Subsidiaries is not in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries in violation of any order applicable to Borrower, of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d4.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no No Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal Federal income tax under Section 501(a) of the Code, ; (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, to (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, ; (ix) Borrower, each of its Subsidiaries Borrower and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, ; (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, ; (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Borrower and any member of the Controlled Group, and ; (xii) neither Borrower nor any member of its Subsidiaries the Controlled Group maintains or contributes to any Plan which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with Section 4980B of the Code; (xiii) neither Borrower nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 19801980 and there exists no fact which would reasonably be expected to result in any such liability; and (xiv) no Plan fiduciary (as defined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or for any failure in connection with the administration or investment of the assets of a Plan.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Before and after giving effect to the Transactions and the funding of each Advance made pursuant to this Agreement, each Borrower is and each of its Subsidiaries, individually and taken as a whole, is will be solvent, able to pay its debts as they mature, has and will have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Restated Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Restated Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect Effect, and (ii) any liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no No Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither any Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.;

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the transactions contemplated under this Agreement (collectively, the "Transactions"), each Borrower and each of its Subsidiaries, individually and taken as a whole, is Party will be solvent, able to pay its debts as they mature, has will have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries Party has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect Effect, and (ii) any liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its Subsidiaries Party is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower or any of its Subsidiaries Party in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect tribunal which could reasonably be expected to have a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries Party nor any member of the Controlled Group maintains or contributes to any Plan other than (i) as of the Closing Date, those listed on Schedule 5.8(d) heretohereto and (ii) thereafter, as permitted under this Agreement. Except as set forth in Schedule 5.8(d), (i) no No Plan has incurred any “"accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a4 12(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries Party and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither any Borrower nor any of its Subsidiaries Party nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither any Borrower nor any of its Subsidiaries Party nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither any Borrower nor any of its Subsidiaries Party nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither any Borrower nor any of its Subsidiaries Party nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.;

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the Transactions, each Borrower and each of its Subsidiaries, individually and taken as a whole, is will be solvent, able to pay its debts as they mature, has will have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any pending or or, to the best of the Borrowers’ knowledge, threatened litigation, arbitration, actions or proceedings which involve claims equal to or exceeding $250,000 (singly or in the aggregate), which if adversely determined could reasonably be expected to result in determined, would have a Material Adverse Effect and Effect, or (ii) any liabilities or indebtedness for borrowed money other than the Obligations Obligations, the Subordinated Debt and as set forth on the Permitted Indebtednessbalance sheets referenced in Section 5.5(c), copies of which have been delivered by Borrowers to Agent. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), To the extent that any Borrower maintains a Plan: (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither any Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.;

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the Transactions, Borrower and each of its Subsidiaries, individually and Verrazano taken as a whole, whole is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assetsthe assets of Borrower and Verrazano taken as a whole, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its the assets of Borrower and Verrazano taken as a whole (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries no Loan Party has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in have a Material Adverse Effect Effect, and (ii) liabilities or indebtedness any Indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any of its Subsidiaries No Loan Party is in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries Loan Party in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect tribunal which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries No Loan Party nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto). Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries Loan Party and each member of the Controlled Group has have met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a401 (a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a501 (a) of the Code, (iii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor no Loan Party or any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, except where any Breach could not reasonably be expected to result in a Material Adverse Effect, (vii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, except where any Breach could not reasonably be expected to result in a Material Adverse Effect, (viii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries Loan Party and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR CFR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Loan Party and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the Transactions, Borrower and each of its Subsidiaries, individually and taken as a whole, is will be solvent, able to pay its debts as they mature, has have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as described in the financial statements delivered to Lender prior to the date hereof and as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries has any (i) no pending or threatened litigation, arbitration, arbitration actions or proceedings which if adversely determined could reasonably be expected to result in have a Material Adverse Effect Effect, and (ii) liabilities or no indebtedness for borrowed money other than the Obligations and the Permitted Indebtednessother indebtedness permitted under Section 7.8. (c) Neither Borrower nor any of its Subsidiaries is not in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse EffectEffect on Borrower, nor is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan which is subject to Title IV of ERISA other than those listed on Schedule 5.8(d) heretohereto or any other employee benefit plan which is subject to Title IV of ERISA which is reasonably likely to result in a material increase in the liabilities of Borrower. Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any “"accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any material liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.by

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its SubsidiariesThe Credit Parties, individually and taken as a whole, is are solvent, able to pay its their debts as they mature, has have capital sufficient to carry on its business their businesses and all businesses in which it is they are about to engage, and (i) as of the Closing Date, the fair present saleable value of its their assets, taken as a whole, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its their assets (calculated on a going concern basis) ), taken as a whole, will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries no Credit Party has any (i) any pending or threatened (in writing to any Credit Party) litigation, arbitration, actions or proceedings which if adversely determined that could reasonably be expected to result in have a Material Adverse Effect Effect, and (ii) liabilities or any indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessFunded Debt set forth on Schedule 7.8 hereof. (c) Neither Borrower nor any of its Subsidiaries No Credit Party is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which that could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries Credit Party in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any No Credit Party or member of the Controlled Group maintains or contributes contributes, or has any obligation to contribute to, or liability under, any Pension Benefit Plan, any Multiemployer Plan or any Multiple Employer Plan other than (x) on the Closing Date, those listed on Schedule 5.8(d) heretohereto and (y) thereafter, as permitted under this Agreement. Except as set forth in Schedule 5.8(d)Further, (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries Credit Party and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA the Pension Funding Rules in respect of each Plan, Pension Benefit Plan and no waiver of the Pension Funding Rules has been applied for or obtained in the past five years; (ii) each Pension Benefit Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither Borrower nor any of its Subsidiaries nor any no Credit Party or member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Pension Benefit Plan has been terminated by the plan administrator thereof nor by the PBGCPBGC for which there is any unsatisfied material liability, and there is no occurrence which would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Benefit Plan, ; (v) at this timeexcept as would not reasonably be expected to have a Material Adverse Effect, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other aggregate benefit liabilities of such under each Pension Benefit Plan and neither Borrower nor sponsored, maintained or contributed to by any of its Subsidiaries nor Credit Party or any member of the Controlled Group knows (determined as of any facts or circumstances which would materially change the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Benefit Plan), did not exceed the aggregate current fair market value of the assets of such assets and accrued benefits and other liabilities, Pension Benefit Plan; (vi) neither Borrower nor any of its Subsidiaries nor any except as would not reasonably be expected to have a Material Adverse Effect, no Credit Party or member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither Borrower nor any of its Subsidiaries nor any member of except as would not reasonably expected to have a Controlled Group has incurred any liability for any excise tax arising under Section 4972 Material Adverse Effect, no Credit Party or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor Code; (viii) no Termination Event has occurred and no Credit Party or member of the Controlled Group has taken any action which would reasonably be expected to constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, Event; (ix) Borrower, each of its Subsidiaries Credit Party and each member of the Controlled Group has have made all material contributions due and payable with respect to each Plan, ; (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees Credit Party or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur any unsatisfied liability under the Multiemployer Pension Plan Amendments Act of 19801980 and there exists no fact which would reasonably be expected to result in any such liability; and (xi) no Credit Party or any member of the Controlled Group has received notice from any 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 or 4042 of ERISA.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the Transactions, each Borrower and each of its Subsidiaries, individually and taken as a whole, is will be solvent, able to pay its respective debts as they mature, has have capital sufficient to carry on its respective business and all businesses in which it is about to engage, and (i) as of the Closing Effective Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Effective Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b)) or the Pro Forma --------------- Financial Statements, neither no Borrower nor any of its Subsidiaries has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect on such Borrower or on its ability to perform this Agreement, and (ii) any liabilities or nor indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor Effect on such Borrower and no Borrower is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect tribunal which could reasonably be expected to have a Material Adverse EffectEffect on such Borrower. (d) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. --------------- Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any “--------------- "accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither no Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “"prohibited transaction” " described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries Borrower and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 CFR (S)2615.3 has not been waived, (xi) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Borrowers and any member of the Controlled Group, and (xii) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the Transactions, Borrower and each of its Subsidiaries, individually and taken as a whole, is shall be solvent, able to pay its debts as they mature, has shall have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will shall be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b4.8(b), neither Borrower nor any of its Subsidiaries has any (i) no pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in have a Material Adverse Effect and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessEffect. (c) Neither Borrower nor any of its Subsidiaries is not in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries in violation of any order applicable to Borrower, of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect tribunal which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d4.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no No Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal Federal income tax under Section 501(a) of the Code, ; (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, excise (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, ; (ix) Borrower, each of its Subsidiaries Borrower and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, ; (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, ; (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Borrower and any member of the Controlled Group, and ; (xii) neither Borrower nor any member of its Subsidiaries the Controlled Group maintains or contributes to any Plan which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with Section 4980B of the Code; (xiii) neither Borrower nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 19801980 and there exists no fact which would reasonably be expected to result in any such liability; and (xiv) no Plan fiduciary (as defined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or for any failure in connection with the administration or investment of the assets of a Plan.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower GDC and each of its Subsidiaries, individually and taken as Subsidiaries on a whole, is consolidated basis are solvent, able to pay its their debts as they mature, has have capital sufficient to carry on its business their businesses and all businesses in which it is they are about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, their assets (calculated on a going concern basis, is ) are in excess of the amount of its their liabilities and (ii) immediately subsequent to the Closing Date, the fair saleable value of its their assets (calculated on a going concern basis) will be in excess of the amount of its their liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) pending or to the best of Borrowers' knowledge, threatened litigation, arbitration, actions or proceedings which (x) if adversely determined could reasonably would, in Borrowers' reasonable opinion, be expected likely to result in have a Material Adverse Effect on Borrowers, GDC Canada and GDC United Kingdom taken as a whole, or the Collateral taken as a whole, or the ability of such Borrower to perform this Agreement, or (y) questions the validity or enforceability of any of the Documents, and (ii) any liabilities or indebtedness Indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to where such violation would have a Material Adverse EffectEffect on Borrowers, GDC Canada and GDC United Kingdom taken as a whole, nor is any Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor or any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto). Except No Borrower or any member of the Controlled Group has received notice that it is not in full compliance with any of the requirements of the Employee Retirement Income Security Act of 1974, as set forth in Schedule 5.8(damended from time to time and the rules and regulations promulgated thereunder ("ERISA"), or its regulations, and (i) no Plan Borrower or any member of the Controlled Group has incurred engaged in any “accumulated funding deficiency,” Prohibited Transactions as defined in Section 302(a)(2) 406 of ERISA and or Section 412(a) 4975 of the Code, whether or not waived, and (ii) each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has its Plans and no funding requirements have been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Codepostponed or delayed, (iii) neither no Borrower nor any of its Subsidiaries nor or any member of the Controlled Group has incurred knowledge of any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no event or occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate or appoint a trustee to administer any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (xiv) there exists no -51- 106 event described in Section 4043(b) 4043 of ERISA, excluding subsections 4043(b)(2) and 4043(b)(3) thereof, for which the thirty (30) day notice period contained in 29 CAR §CFR 2615.3 has not been waived, (xiv) neither no Borrower nor any of its Subsidiaries nor or any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than its employees or former employees of Borroweremployees, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xiivi) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 19801980 and (vii) no Reportable Event (as such term is defined in ERISA) has occurred.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Except as set forth on Schedule 5.8(a), each Borrower and each of its Subsidiaries, individually and taken as a whole, is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its respective Subsidiaries has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect Effect, and (ii) any liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its respective Subsidiaries is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower or any of its their respective Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than (i) as of the Closing Date, those listed on Schedule 5.8(d) heretohereto and (ii) thereafter, as permitted under this Agreement. Except as set forth in on Schedule 5.8(d), (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.a

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the Transactions, each Borrower will be Solvent. No transfer of property is being made by any Borrower and each no obligation is being incurred by any Borrower in connection with the Transactions with the intent to hinder, delay, or defraud either present or future creditors of its Subsidiaries, individually and taken as a whole, is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilitiessuch Borrower. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its their respective Subsidiaries has any (i) any pending or or, to any Borrower’s knowledge after due inquiry, threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in have a Material Adverse Effect Effect, and (ii) any liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessIndebtedness permitted under Section 7.8. (c) Neither No Borrower nor any of its their respective Subsidiaries is in violation of any applicable statute, regulation or ordinance Applicable Law in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower or nor any of its their respective Subsidiaries in violation of any material order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Pension Benefit Plan or Multiemployer Plan other than those listed on Schedule 5.8(d) hereto). Except as set forth in Schedule 5.8(d), would not reasonably be expected to have a Material Adverse Effect: (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA the Pension Funding Rules in respect of each Pension Benefit Plan and, to the extent applicable, with respect to Multiemployer Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is has been determined to be exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the Transactions, Borrower and each of its Subsidiaries, individually and taken as a whole, is solvent, will be able to pay its debts as they mature, has will have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries has any does not have (i) any pending or threatened or, to the Borrower's knowledge, threatened, litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect on Borrower, and (ii) any material liabilities or nor indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any of its Subsidiaries is not in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse EffectEffect on Borrower, nor is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any ERISA Plan other than those listed on Schedule 5.8(d) hereto. Material ERISA Plans are indicated as such on the Schedule. Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any “"accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any material liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.Controlled

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the Transactions, each of the Borrower and each of its Subsidiaries, individually and taken as a whole, is Guarantor will be solvent, able to pay its debts as they mature, has have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries Guarantor has any (i) pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could are reasonably be expected likely to result in have a Material Adverse Effect Effect, and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted Indebtednessor as permitted by Section 7.8 hereof. (c) Neither the Borrower nor any of its Subsidiaries Guarantor is in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is the Borrower or any of its Subsidiaries Guarantor in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect tribunal which could reasonably be expected to have a Material Adverse Effect. (d) Neither the Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains Guarantor maintain or contributes contribute to any Multiemployer Plan or any Pension Benefit Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d)) or as could not reasonably be expected to result in a Material Adverse Effect, (i) no Plan has incurred any “"accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and the Borrower, each of its Subsidiaries Guarantor and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code (or a request for determination has been made within the applicable remedial period) and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither the Borrower nor any of its Subsidiaries nor any member of the Controlled Group Guarantor has incurred any liability to the PBGC which could reasonably be expected to result in a Material Adverse Effect other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan that is subject to Title IV of ERISA has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any such Plan, (v) at this time, the current value of the assets of each Plan that is subject to Title IV of ERISA equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower the Borrower, any Guarantor nor any to the best of its Subsidiaries nor the Borrower's or such Guarantor's knowledge, any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower the Borrower, any Guarantor nor any to the best of its Subsidiaries nor the Borrower's or such Guarantor's knowledge, any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower the Borrower, any Guarantor nor any to the best of its Subsidiaries nor the Borrower's or such Guarantor's knowledge, any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and to the best of the Borrower's and such Guarantor's knowledge no fact exists which could would give rise to any such liability, (viii) neither Borrower the Borrower, any Guarantor nor any to the best of its Subsidiaries nor the Borrower's or such Guarantor's knowledge, any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “"prohibited transaction” " described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would could reasonably be expected to constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries the Borrower and each member of the Controlled Group Guarantor has made all contributions due and payable with respect to each PlanPlan which is subject to Title IV of ERISA, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §CFR Section 2615.3 has not been waived, (xi) neither Borrower nor the Borrower, any of its Subsidiaries Guarantor nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of the Borrower, any of its Subsidiaries, Affiliates such Guarantor and any member of the Controlled Group, and (xii) neither Borrower nor the Borrower, any of its Subsidiaries Guarantor nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur which would impose liability upon the Borrower or such Guarantor under the Multiemployer Pension Plan Amendments Act of 1980.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Before and after giving effect to the Transactions and the Funding of each Advance made pursuant to this Agreement, each Borrower is and each of its Subsidiaries, individually and taken as a whole, is will be solvent, able to pay its debts as they mature, has and will have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in a Material Adverse Effect Effect, and (ii) any liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor . No Borrower is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect tribunal which could reasonably be expected to have result in a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no No Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.circumstances

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its Subsidiaries, individually and taken as a whole, Intelligroup is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in a Material Adverse Effect and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted Indebtedness. (c) Neither Borrower nor any of its Subsidiaries is in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor and (ii) any liabilities or indebtedness for borrowed money other than the Obligations. (c) No Borrower is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority or arbitration board or tribunal, Applicable Laws in any respect which there could reasonably be expected to have a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no No Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither any Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, ; (viii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, ; (ix) Borrower, each of its Subsidiaries Borrower and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, ; (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, ; (xi) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Borrower and any member of the Controlled Group, and ; (xii) neither any Borrower nor any member of its Subsidiaries the Controlled Group maintains or contributes to any Plan which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with Section 4980B of the Code; (xiii) neither any Borrower nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 19801980 and there exists no fact which would reasonably be expected to result in any such liability; and (xiv) no Plan fiduciary (as defined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or for any failure in connection with the administration or investment of the assets of a Plan.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its SubsidiariesAfter giving effect to the Transactions, individually and taken as the Loan Parties will on a whole, is solvent, consolidated basis be able to pay its their debts as they maturemature in the ordinary course of business, has have capital sufficient to carry on its their business and all businesses in which it is they are about to engage, and (i) as of the Closing Date, the fair present saleable value of its their assets, calculated on a going concern basis, is in excess of the amount of its their liabilities and (ii) subsequent to the Closing DateDate as of each date that the Loan Parties on a consolidated basis shall be deemed to make the representation set forth in this clause (a), the fair saleable value of its their assets (calculated on a going concern basis) will be is in excess of the amount of its their liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries no Loan Party has any (i) any pending or or, to its knowledge, threatened litigation, arbitration, actions or proceedings which which, if adversely determined successful against such Loan Party, could reasonably be expected to result in have a Material Adverse Effect Effect, and (ii) any liabilities or nor indebtedness for borrowed money other than the Obligations and the Permitted Indebtednessother liabilities or indebtedness specifically permitted hereunder. (c) Neither Borrower nor any of its Subsidiaries No Loan Party is in violation of any applicable statute, regulation regulation, ordinance or ordinance any governmental authority in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries Loan Party in violation in any material respect of any order directed to or with respect to any Loan Party or any assets of any court, governmental authority Loan Party of any court or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries No Loan Party nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no No Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries Loan Party and each member of the Controlled Group has met in all material respects all applicable minimum funding requirements under Section 302 of ERISA in respect of each PlanPlan and no Lien has arisen as a result thereof, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has incurred any material liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaidunpaid and no Lien has arisen as a result thereof, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and and, to the best of the Loan Parties’ knowledge, there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, except for any such breach which would not reasonably be expected to have a Material Adverse Effect, (vii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of a Controlled Group has incurred any material liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such material liability, (viii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries Loan Party and each member of the Controlled Group has made made, in all material respects, all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR CFR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Loan Party and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur any material liability under the Multiemployer Pension Plan Amendments Act of 1980.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its SubsidiariesAfter giving effect to the transactions contemplated hereby, individually and taken as a whole, is solvent, Borrowers will be able to pay its their debts as they mature, has will have capital sufficient to carry on its their business and all businesses in which it is they are about to engage, and (i) as of the Closing Date, the fair present saleable value of its their assets, calculated on a going concern basis, is in excess of the amount of its their liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its their assets (calculated on a going concern basis) will be in excess of the amount of its their liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries or Guarantor has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect and on such Borrower, Guarantor or the Collateral (ii) any liabilities or indebtedness for borrowed money other than the Obligations Obligations; and the (iii) any Liens on any of its assets or properties other than Permitted IndebtednessEncumbrances. (c) Neither No Borrower nor any of its Subsidiaries or Guarantor is in violation of any applicable applicable, law, rule, statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse EffectEffect on such Borrower, any Guarantor or the Collateral, nor is any Borrower or any of its Subsidiaries Guarantor in violation of any order of any court, governmental authority arbitration board, tribunal or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effectother Governmental Body. (d) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither no Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries Borrower and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR CFR §2615.3 has not been waived, (xi) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Borrower and any member of the Controlled Group, and (xii) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the Transactions, Borrower and each of its Subsidiaries, individually and taken as a whole, is will be solvent, able to pay its debts as they mature, has will have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries has any no (i) pending or or, to the best of its knowledge, threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect Effect, and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted Indebtedness(or as otherwise permitted under this Agreement). (c) Neither Borrower nor any of its Subsidiaries is not in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no No Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.;

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the Transactions, Borrower and each of its Subsidiaries, individually and taken as on a wholeconsolidated basis, is will be solvent, able to pay its debts as they mature, has have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its each Loan Party’s assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) immediately subsequent to the Closing Date, the fair saleable value of its each Loan Party’s assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. For purposes of this Section 5.8(a), the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5). (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries no Loan Party has any (i) pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could would reasonably be expected expected, individually or in the aggregate, to result in have a Material Adverse Effect and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessEffect. (c) Neither Borrower nor any of its Subsidiaries No Loan Party is in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effectmaterial respect, nor is Borrower or any of its Subsidiaries Loan Party in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries No Loan Party nor any member of the Controlled Group maintains or contributes to any Pension Benefit Plan or Multiemployer Plan other than those listed on Schedule 5.8(d) hereto). Except as set forth would not reasonably be expected, individually or in Schedule 5.8(d)the aggregate, to have a Material Adverse Effect, (i) no Pension Benefit Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries the Loan Parties and each member of the Controlled Group has have met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Pension Benefit Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter, or a favorable opinion letter as currently in effect has been determined by the Internal Revenue Service to be qualified its qualification under Section 401(a) of the Code and no event or circumstance has occurred which would reasonably be expected to result in the trust related thereto is exempt from federal income tax revocation of such qualified status of the form of the Plan document under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Pension Benefit Plan has been terminated within the last five years by the plan administrator thereof nor by the PBGC, and there is no occurrence Loan Party knows of any facts or circumstances which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Benefit Plan, (v) at this time, the current value of the assets of each Pension Benefit Plan equals or funded Plan exceeds the present value of the accrued benefits and other liabilities of such Pension Benefit Plan or Plan and neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group no Loan Party has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of a Controlled Group has incurred any material liability for any excise tax arising under Section 4972 or 4980B of the Code, and and, no fact exists which could Loan Party knows of any facts or circumstances that would give rise to any such material liability, (viii) neither Borrower nor no Loan Party, and to the knowledge of any of its Subsidiaries nor any member of the Controlled Group nor any Loan Party, no fiduciary of, nor any or trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group Loan Party has made all contributions due and payable with respect to each Plan, (x) there exists no Loan Party knows of any event described in Section 4043(b) of ERISA, ERISA for which the thirty (30) day notice period contained in 29 CAR CFR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group no Loan Party has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons Persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled GroupLoan Parties, and (xii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower Borrowing Agent and each of its Subsidiaries, individually and taken as Subsidiaries (on a whole, is consolidated basis) are solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any pending or or, to the knowledge of each Borrower, threatened litigation, arbitration, actions or proceedings against or affecting any Borrower or any of its Subsidiaries which if adversely determined could reasonably be expected to result in have a Material Adverse Effect Effect, and (ii) any liabilities or indebtedness for borrowed money other than the Obligations Obligations, except as set forth on the financial statements delivered to the Agent from time to time and the Permitted IndebtednessIndebtedness permitted pursuant to Section 7.8 herein. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Pension Benefit Plan other than (i) as of the Closing Date, those listed on Schedule 5.8(d) hereto. Except hereto and (ii) thereafter, as set forth in Schedule 5.8(d), permitted under this Agreement. (i) no No Pension Benefit Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Pension Benefit Plan, ; (ii) each Pension Benefit Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Pension Benefit Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Benefit Plan, ; (v) at this time, the current value of the assets of each Pension Benefit Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Pension Benefit Plan and neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Pension Benefit Plan, ; (vii) neither any Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.;

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower Each of Sparton, Sparton Florida, Sparton Medical, and each of its Subsidiaries, individually and taken as a whole, Sparton Technology is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. Each of Sparton Canada, Spartronics and Sparton Vietnam is able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its non-intercompany liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its non-intercompany liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect Effect, and (ii) any liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than (i) as of the Closing Date, those listed on Schedule 5.8(d) heretohereto and (ii) thereafter, as permitted under this Agreement. Except as set forth in Schedule 5.8(d), (i) no No Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds in the aggregate is approximately $5,000,000 less than the present value of the accrued benefits and other liabilities of such Plan (as disclosed in Borrowers’ financial statements delivered to Agent) and neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither any Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.;

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Each Borrower is, and each of its Subsidiariesafter giving effect to the Transactions, individually and taken as a whole, is will be solvent, able to pay its debts as they mature, has and has, and after giving effect to the Transactions, will have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to cause or result in a Material Adverse Effect and Effect, or (ii) any liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, regulation or ordinance Applicable Law in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries No Borrower, nor any member of the Controlled Group Group, maintains or contributes to any Plan other than (i) as of the Closing Date, those listed on Schedule 5.8(d) heretohereto and (ii) thereafter, as permitted under this Agreement. Except as set forth in on Schedule 5.8(d), (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.breached

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Each Borrower is, and each of its Subsidiariesafter giving effect to the Transactions, individually and taken as a whole, is will be solvent, able to pay its debts as they mature, has and has, and after giving effect to the Transactions, will have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to cause or result in a Material Adverse Effect and Effect, or (ii) any liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries No Borrower, nor any member of the Controlled Group Group, maintains or contributes to any Plan other than (i) as of the Closing Date, those listed on Schedule 5.8(d) heretohereto and (ii) thereafter, as permitted under this Agreement. Except as set forth in on Schedule 5.8(d), (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither any Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.;

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the Transactions, Borrower and each of its Subsidiaries, individually and taken as a whole, is will be solvent, able to pay its debts as they mature, has have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Effective Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Effective Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b)) or the Pro Forma Balance Sheet, neither Borrower nor any of its Subsidiaries has any (i) no pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in have a Material Adverse Effect Effect, and (ii) no liabilities or nor indebtedness for borrowed money other than the Obligations and the Permitted Indebtednessmoney. (c) Neither Borrower nor any of its Subsidiaries is not in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any “"accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor or by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.,

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower is, and each of its Subsidiariesafter giving effect to the Transactions, individually and taken as a whole, is will be solvent, able to pay its debts as they mature, has and has, and after giving effect to the Transactions, will have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries has any does not have (i) any pending or (to Borrower’s knowledge) threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected likely to result in a Material Adverse Effect on Borrower, and (ii) as of the Closing Date, any liabilities or nor indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any of its Subsidiaries is not in violation of any applicable statute, regulation law, rule, regulation, ordinance or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority body or arbitration board or tribunal, tribunal in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no Each Pension Benefit Plan has incurred any “accumulated funding deficiency,” as defined is in Section 302(a)(2) compliance in all material respects with the applicable provisions of ERISA ERISA, the Code and Section 412(a) of other federal or state Laws, except to the Code, whether or extent that noncompliance does not waived, and have a Material Adverse Effect. Borrower and each of its Subsidiaries and ERISA Affiliate have made all required contributions to each member of the Controlled Group has met all applicable minimum funding requirements under Pension Benefit Plan subject to Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B 412 of the Code, and no fact exists which could give rise application for a funding waiver or an extension of any amortization period pursuant to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 412 of the Code nor taken any action which would constitute or result in a Termination Event has been made with respect to any such Plan which is subject Pension Benefit Plan, except in each case to ERISAan extent that could not reasonably be expected to result in a Material Adverse Effect; (ii) there are no pending or, (ix) to the best knowledge of Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Planthreatened claims, (x) there exists no event described in Section 4043(b) of ERISAactions or lawsuits or action by any Governmental Body, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any Pension Benefit Plan that has a Material Adverse Effect; (iii) no Termination Event has occurred or is reasonably expected to occur which, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, has a Material Adverse Effect; and (iv) the accumulated benefit obligations under each Pension Benefit Plan (determined as of the end of the most recent plan existing year on the basis of the actuarial assumptions specified for funding purposes in the benefit most recent actuarial valuation for such Pension Benefit Plan), did not exceed the current fair market value of persons other than employees or former employees of Borrowerthat Pension Benefit Plan’s assets except to an extent that could not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, to the extent that any of its Subsidiariesthe eventualities articulated in clauses (i) – (iv) above do not exist or have occurred, Affiliates although not reasonably expected to have a Material Adverse Effect, such eventualities are set forth and any member of the Controlled Group, and (xiidisclosed in Schedule 5.8(d) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980hereof.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Each Borrower and each of its Subsidiaries, individually and taken as a whole, is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect Effect, and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor or any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any “"accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither no Borrower nor any of its Subsidiaries nor or any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither no Borrower nor any of its Subsidiaries nor or any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither no Borrower nor any of its Subsidiaries nor or any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither no Borrower nor any of its Subsidiaries nor or any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.;

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and After giving effect to the Transactions, each of its Subsidiaries, individually and taken as a whole, is Loan Party will be solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its each Loan Party's assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its each Loan Party's assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries no Loan Party has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect Effect, and (ii) any liabilities or indebtedness for borrowed money Indebtedness for Money Borrowed other than the Obligations and the Permitted Indebtednessor as permitted by Section 7.8. (c) Neither Borrower nor any of its Subsidiaries No Loan Party is in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries Loan Party in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries No Loan Party nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d)5.8(d)-1, (i) no Plan has incurred any “"accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries Loan Party and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor no Loan Party or any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “"prohibited transaction” " described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries Loan Party and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR CFR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Loan Party and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980. (e) No Loan Party has any Canadian Benefit Plans (other than, for greater certainty, universal plans created by and to which such Loan Party is obligated to contribute by statute) or any Canadian Pension Plans, other than those listed in Schedule 5.8(e). The Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and all other applicable laws which require registration and no event has occurred which is reasonably likely to cause the loss of such registered status. All material obligations of each Loan Party (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Plans and the funding agreements therefor have been performed in a timely fashion. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. There are no outstanding disputes concerning the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Each of the Canadian Pension Plans is fully funded on a solvency basis (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Body and which are consistent with generally accepted actuarial principles).

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its Subsidiaries, individually and taken as a whole, is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent After giving effect to the Closing DateTransactions, the fair saleable value of its assets (calculated on a going concern basis) each Borrower is and will be in excess of the amount of its liabilitiesat all time remain Solvent. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any pending or threatened litigation, arbitration, actions or proceedings which which, if adversely determined could reasonably be expected to result in a Material Adverse Effect and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted Indebtedness. (c) Neither Borrower nor any of its Subsidiaries is in violation of any applicable statutedetermined, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower and (ii) any liabilities or any of its Subsidiaries in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse EffectIndebtedness for Money Borrowed other than the Obligations. (dc) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d5.8(c) hereto. Except as set forth in Schedule 5.8(d), and (i) no Plan has incurred any “"accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither any Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.,

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Before and after giving effect to the Transactions and the funding of each Advance made pursuant to this Agreement, each Borrower is and each of its Subsidiaries, individually and taken as a whole, is will be solvent, able to pay its debts as they mature, has and will have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect Effect, and (ii) any liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no No Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither any Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.;

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Each Borrower and each of its Subsidiaries, individually and taken as a whole, is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect Effect, and (ii) any liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than (i) as of the Closing Date, those listed on Schedule 5.8(d) heretohereto and (ii) thereafter, as permitted under this Agreement. Except as set forth in Schedule 5.8(d), (i) no No Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither any Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.;

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the Transactions, each Borrower and each of its Subsidiaries, individually and taken as a whole, is will be solvent, able to pay its debts as they mature, has will have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect Effect, and (ii) any liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither As of the Closing Date, no Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no No Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the material responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither any Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.;

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its SubsidiariesAfter giving effect to the transactions contemplated by this Agreement, individually and taken as a whole, is the Loan Parties will be solvent, able to pay its their debts as they mature, has have capital sufficient to carry on its their business and all businesses in which it is they are about to engage, and (i) as of the Closing Date, the fair present saleable value of its their assets, calculated on a going concern basis, is in excess of the amount of its their liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its their assets (calculated on a going concern basis) will be in excess of the amount of its their liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries no Loan Party has any (i) any pending or or, to the knowledge of any Loan Party, threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in have a Material Adverse Effect Effect, and (ii) any liabilities or indebtedness for borrowed money Indebtedness other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any of its Subsidiaries No Loan Party is in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries Loan Party in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries No Loan Party nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2302(a) (2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries Loan Party and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is to be exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan that is subject to Title IV of ERISA has been terminated by the plan administrator thereof nor by the PBGC, and there is has been no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group no Loan Party knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilitiesliabilities and could reasonably be expected to have a Material Adverse Effect, (vi) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liabilityCode that would have a Material Adverse Effect, (viii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries Loan Party and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §CFR Section 2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Loan Party and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its SubsidiariesThe Credit Parties, individually and taken as a whole, is are solvent, able to pay its their debts as they mature, has have capital sufficient to carry on its business their businesses and all businesses in which it is they are about to engage, and (i) as of the Closing Date, the fair present saleable value of its their assets, taken as a whole, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its their assets (calculated on a going concern basis) ), taken as a whole, will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries no Credit Party has any (i) any pending or threatened (in writing to any Credit Party) litigation, arbitration, actions or proceedings which if adversely determined that could reasonably be expected to result in have a Material Adverse Effect Effect, and (ii) liabilities or any indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessFunded Debt set forth on Schedule 7.8 hereof. (c) Neither Borrower nor any of its Subsidiaries No Credit Party is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which that could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries Credit Party in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any No Credit Party or member of the Controlled Group maintains or contributes contributes, or has any obligation to contribute to, or liability under, any Pension Benefit Plan, any Multiemployer Plan or any Multiple Employer Plan other than (x) on the Closing Date, those listed on Schedule 5.8(d) heretohereto and (y) thereafter, as permitted under this Agreement. Except as set forth in Schedule 5.8(d)Further, (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries Credit Party and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA the Pension Funding Rules in respect of each Plan, Pension Benefit Plan and no waiver of the Pension Funding Rules has been applied for or obtained in the past five years; (ii) each Pension Benefit Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither Borrower nor any of its Subsidiaries nor any no Credit Party or member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Benefit Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its Subsidiaries, individually and taken as a whole, is Obligors are solvent, able to pay its their debts as they mature, has have capital sufficient to carry on its their business and all businesses in which it is they are about to engage, and (i) as of the Closing Date, the fair present saleable value of its their assets, calculated on a going concern basis, is in excess of the amount of its their liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its their assets (calculated on a going concern basis) will be in excess of the amount of its their liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries no Obligor has any (i) any pending or or, to Obligors' knowledge, threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect Effect, and (ii) any liabilities or indebtedness nor Indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any of its Subsidiaries No Obligor is in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries Obligor in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect tribunal which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries No Obligor nor any member of the Controlled Group maintains or contributes to any domestic Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any “"accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries Obligor and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries no Obligor nor any member of the Controlled Group has incurred any material liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries no Obligor nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries no Obligor nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries no Obligor nor any member of a Controlled Group has incurred any significant liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries no Obligor nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “"prohibited transaction” " described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries Obligor and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §CFR '2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries no Obligor nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Borrower and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries no Obligor nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Each Borrower and each of its Subsidiaries, individually and taken as a whole, is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect Effect, and (ii) any liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor any or member of the Controlled Group maintains or contributes contributes, or has any obligation to contribute to, or liability under, any Pension Benefit Plan, any Multiemployer Plan or any Multiple Employer Plan other than (x) on the Closing Date, those listed on Schedule 5.8(d) heretohereto and (y) thereafter, as permitted under this Agreement. Except as set forth in Schedule 5.8(d)Further, (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA the Pension Funding Rules in respect of each Plan, Pension Benefit Plan and no waiver of the Pension Funding Rules has been applied for or obtained; (ii) each Pension Benefit Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither no Borrower nor any of its Subsidiaries nor any or member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Pension Benefit Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Benefit Plan, ; (v) at this timethe present value of the aggregate benefit liabilities under each Pension Benefit Plan sponsored, maintained or contributed to by any Borrower or any member of the Controlled Group (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Benefit Plan), did not exceed the aggregate current fair market value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Pension Benefit Plan and neither no Borrower nor any of its Subsidiaries nor any or member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, benefit liabilities or assets; (vi) neither no Termination Event has occurred and no Borrower nor any of its Subsidiaries nor any or member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, Event; (ixvii) Borrower, each of its Subsidiaries Borrower and each member of the Controlled Group has have made all contributions due and payable with respect to each Plan, ; (xviii) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any or member of the Controlled Group maintains or contributes to, or has any fiduciary responsibility for investments with respect obligation to contribute to, any plan existing for the benefit of persons Plan which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member in accordance with Section 4980B of the Controlled Group, and Code; (xiiix) neither no Borrower nor any of its Subsidiaries nor any or member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 19801980 and there exists no fact which would reasonably be expected to result in any such liability; (x) no Borrower or any member of the Controlled Group has received notice from any 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 or 4042 of ERISA; and (xi) there has been no determination that any Pension Benefit Plan is, or is expected to be, in “at risk” status (as defined in Section 430 of the Code or Section 303 of ERISA).

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its Subsidiaries, individually and taken as a whole, Each Loan Party is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities, provided that solely for purposes of the calculations in clauses (i) and (ii) above, a portion of the aggregate payables owing at the time of determination to the CMP in an amount of up to the Permitted CMP Payable Amount then in effect shall be treated as equity. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries no Loan Party has any (i) pending or threatened or, to any Borrower’s knowledge, threatened, litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect and Effect, or (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any of its Subsidiaries No Loan Party is not in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries Loan Party in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group maintains or contributes to any Plan other than (X) as of the Closing Date, those listed on Schedule 5.8(d) hereto, and (Y) thereafter, as permitted under this Agreement. Except as set forth in Schedule 5.8(d), (i) no No Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries Loan Party and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither Borrower nor any of its Subsidiaries Loan Party nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, ; (viii) neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, ; (ix) Borrower, each of its Subsidiaries Loan Party and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, ; (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, ; (xi) neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates such Loan Party and any member of the Controlled Group, and ; (xii) neither Borrower any Loan Party nor any member of its Subsidiaries the Controlled Group maintains or contributes to any Plan which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with Section 4980B of the Code; (xiii) neither any Loan Party nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 19801980 and there exists no fact which would reasonably be expected to result in any such liability; and (xiv) no Plan fiduciary (as defined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or for any failure in connection with the administration or investment of the assets of a Plan.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower is, as of the Closing Date, and each of its Subsidiariesafter giving effect to the Transactions, individually and taken as a whole, is will be solvent, able (assuming the satisfaction of the conditions set forth in Article VIII hereof) to pay its debts as they mature, has and has, and, after giving effect to the Transactions, will have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, after giving effect to the Transactions, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Original Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries has any no (i) pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect Effect, and (ii) liabilities or indebtedness for borrowed money other than the Obligations Obligations, pursuant to the Senior Note Documents, and the Permitted Indebtednessas otherwise permitted pursuant to Section 7.8 hereof. (c) Neither Borrower nor any of its Subsidiaries is not in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than (i) as of the Closing Date, those listed on Schedule 5.8(d) heretohereto and (ii) thereafter, as permitted under this Agreement. Except as set forth in Schedule 5.8(d), (i) no No Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.tax

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its Subsidiaries, individually and taken as a whole, is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Effective Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Effective Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b)) or except as disclosed in a public filing made by Borrower, neither a copy of which has been provided to Agent, Borrower nor any of its Subsidiaries has any (i) no pending or or, to the best of Borrower's knowledge, threatened litigation, arbitration, actions or proceedings which would if adversely determined could reasonably be expected to result in have a Material Adverse Effect Effect, or impair the ability of Borrower to perform this Agreement, and (ii) no liabilities or nor indebtedness for borrowed money other than the Obligations and the Permitted Indebtednessother liabilities or Indebtedness permitted under Article VII. (c) Neither Borrower nor any of its Subsidiaries is not in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to would have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any “"accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service IRS to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor or by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.liabili-

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower Both immediately prior to and after giving effect to the Transactions, each of its Subsidiaries, individually and taken as a whole, Loan Party is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except As of the Closing Date, except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries no Loan Party has any (i) pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect and Effect, (ii) liabilities or indebtedness for borrowed money other than the Term Loans B and the Obligations, or (iii) liabilities for the obligations of any Person by assumption, endorsement or guarantee or any other contingent liabilities, indebtedness or obligations other than liabilities or obligations consisting of the Obligations and the Permitted Indebtedness“Obligations” as defined in the Term Loans B Credit Agreement. (c) Neither Borrower nor any of its Subsidiaries No Loan Party is in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor and no Loan Party is Borrower or any of its Subsidiaries in violation of any order of a material nature of any court, governmental authority or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group maintains maintains, sponsors or contributes has any obligation or liability to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), ): (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries Loan Party and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by received, or applied for, a determination letter from the Internal Revenue Service as to be such qualified under Section 401(a) status and the tax exempt status of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) or, with respect to any relevant provision of the CodeCode for which the Internal Revenue Service is not currently considering determination letter requests, appropriate Plan amendments have been made, and, to the Knowledge of the Loan Parties, nothing has occurred which would cause the loss of such Plan’s qualification; (iii) neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan subject to Title IV of ERISA has been terminated by the plan administrator thereof nor by the PBGC, and and, to the Knowledge of the Loan Parties, there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) except as may be set forth in Schedule 5.8(d), at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties of a material nature imposed on it by ERISA with respect to any Plan, and each Plan is in compliance in all material respects with the applicable provisions of the Code and relevant other federal or state law; (vii) neither Borrower nor any of its Subsidiaries Loan Party nor any member of a Controlled Group has incurred any material liability for any excise tax arising under Section 4972 or 4980B of the Code, and and, to the Knowledge of the Loan Parties, no fact exists which could reasonably be expected to give rise to any such material liability, ; (viii) neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” as described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, Event; (ix) Borrower, each of its Subsidiaries Loan Party and each member of the Controlled Group has have made all contributions due and payable with respect to each 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; (x) there exists no event described in Section 4043(b) of ERISA, ERISA for which the thirty (30) 30 day notice period contained in 29 CAR §CFR § 2615.3 has not been waived, ; (xi) neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan Plan existing for the benefit of persons other than employees or former employees (or their beneficiaries) of Borrower, any of its Subsidiaries, Affiliates Loan Party and any member of the Controlled Group, and ; (xii) neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980; and (xiii) there are no Foreign Plans.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower After giving effect to the Transactions, each Loan Party and each of its Subsidiaries, individually and taken as a whole, respective Subsidiaries is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower no Loan Party (nor any Subsidiaries of its Subsidiaries such Loan Parties) has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the substantial likelihood of having a Material Adverse Effect on such Loan Party or Subsidiary of such Loan Party, and (ii) any liabilities or nor indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower No Loan Party nor any Subsidiary of its Subsidiaries any Loan Party is in violation of any applicable statute, regulation or ordinance (including, without limitation, any state statute, regulation or ordinance regarding the regulation or licensing of architects or engineers) in any respect which could reasonably be expected to have a Material Adverse EffectEffect on such Person, nor is Borrower any Loan Party or any Subsidiary of its Subsidiaries a Loan Party in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any No Loan Party, Subsidiary of its Subsidiaries a Loan Party, nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any “"accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each Loan Party, each Subsidiary of its Subsidiaries the Loan Parties and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code (or is established under a prototype document and/or is within the retroactive remedial amendment period for the so called "GUST Amendments") and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any no Loan Party, Subsidiary of its Subsidiaries a Loan Party, nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or which is a pension plan under ERISA Section 3(2) exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor no Loan Party, Subsidiary of any of its Subsidiaries Loan Party, nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor no Loan Party, Subsidiary of any of its Subsidiaries nor Loan Party, or any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor no Loan Party, Subsidiary of any of its Subsidiaries Loan Party, nor any member of a Controlled Group has incurred any material liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor no Loan Party, Subsidiary of any of its Subsidiaries Loan Party, nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “"prohibited transaction” " described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrowereach Loan Party, each Subsidiary of its Subsidiaries such Loan Party and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, within the time period prescribed by ERISA, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 CFR ss.2615.3 has not been waived, (xi) neither Borrower nor any no Loan Party, Subsidiary of its Subsidiaries a Loan Party, nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrowerany Loan Party, any Subsidiary of its Subsidiariesa Loan Party, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any no Loan Party, Subsidiary of its Subsidiaries a Loan Party, nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Before and after giving effect to the Transactions and the funding of each Advance made pursuant to this Agreement, each Borrower is and each of its Subsidiaries, individually and taken as a whole, is will be solvent, able to pay its debts as they mature, has and will have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Second Restated Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Second Restated Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect Effect, and (ii) any liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no No Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.the

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Each Borrower is, and each of its Subsidiariesafter giving effect to the Transactions, individually and taken as a whole, is will be solvent, able to pay its debts as they mature, has will have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any pending or (to such Borrower's knowledge) threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected likely to result in a Material Adverse Effect on such Borrower, and (ii) as of the Closing Date, any liabilities or nor indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, regulation law, rule, regulation, ordinance or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority body or arbitration board or tribunal, tribunal in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no Each Pension Benefit Plan has incurred any “accumulated funding deficiency,” as defined is in Section 302(a)(2) compliance in all material respects with the applicable provisions of ERISA ERISA, the Code and Section 412(a) of other federal or state Laws, except to the Code, whether or extent that noncompliance does not waived, and have a Material Adverse Effect. Borrower and each of its Subsidiaries and ERISA Affiliate have made all required contributions to each member of the Controlled Group has met all applicable minimum funding requirements under Pension Benefit Plan subject to Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B 412 of the Code, and no fact exists which could give rise application for a funding waiver or an extension of any amortization period pursuant to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 412 of the Code nor taken any action which would constitute or result in a Termination Event has been made with respect to any such Plan which is subject Pension Benefit Plan, except in each case to ERISAan extent that could not reasonably be expected to result in a Material Adverse Effect; (ii) there are no pending or, (ix) to the best knowledge of Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Planthreatened claims, (x) there exists no event described in Section 4043(b) of ERISAactions or lawsuits or action by any Governmental Body, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any Pension Benefit Plan that has a Material Adverse Effect; (iii) no Termination Event has occurred or is reasonably expected to occur which, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, has a Material Adverse Effect; and (iv) the accumulated benefit obligations under each Pension Benefit Plan (determined as of the end of the most recent plan existing year on the basis of the actuarial assumptions specified for funding purposes in the benefit most recent actuarial valuation for such Pension Benefit Plan), did not exceed the current fair market value of persons other than employees or former employees of Borrowerthat Pension Benefit Plan's assets except to an extent that could not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, to the extent that any of its Subsidiariesthe eventualities articulated in clauses (i) - (iv) above do not exist or have occurred, Affiliates although not reasonably expected to have a Material Adverse Effect, such eventualities are set forth and any member of the Controlled Group, and (xiidisclosed in Schedule 5.8(d) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980hereof.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Each Borrower and each of its Subsidiaries, individually and taken as a whole, is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in have a Material Adverse Effect Effect, and (ii) liabilities or indebtedness any Indebtedness for borrowed money or Capitalized Lease Obligations, other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, regulation or ordinance Applicable Law in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than (i) as of the Closing Date, those listed on Schedule 5.8(d) hereto. Except hereto and (ii) thereafter, as set forth in Schedule 5.8(d), permitted under this Agreement. (i) no No Pension Benefit Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Pension Benefit Plan, ; (ii) each Pension Benefit Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Pension Benefit Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Benefit Plan, ; (v) at this time, the current value of the assets of each Pension Benefit Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Pension Benefit Plan and neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Pension Benefit Plan, ; (vii) neither any Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.;

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to Revolving Advances on the Closing Date, each Borrower and each of its Subsidiaries, individually and taken as a whole, is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in have a Material Adverse Effect Effect, and (ii) any liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than (i) as of the Closing Date, those listed on Schedule 5.8(d) heretohereto and (ii) thereafter, as permitted under this Agreement. Except as set forth in Schedule 5.8(d), (i) no No Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, [intentionally omitted]; (vi) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither any Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, ; (viii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, ; (ix) Borrower, each of its Subsidiaries Borrower and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, ; (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, ; (xi) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Borrower and any member of the Controlled Group, and ; (xii) except as set forth on Schedule 5.8(d)(xii), neither any Borrower nor any member of its Subsidiaries the Controlled Group maintains or contributes to any Plan which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with Section 4980B of the Code; (xiii) neither any Borrower nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 19801980 and there exists no fact which would reasonably be expected to result in any such liability; and (xiv) to Borrowers’ knowledge, no Plan fiduciary (as defined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or for any failure in connection with the administration or investment of the assets of a Plan.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Each of Borrower and each of its Subsidiaries, individually and taken as a whole, Guarantor is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, assets (calculated on a going concern basis, ) is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries Guarantor has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if involve the possibility of materially and adversely determined could reasonably be expected affecting its business, assets, operations, condition or prospects, financial or otherwise, or the Collateral, or the ability of Borrower to result in a Material Adverse Effect perform this Agreement, and (ii) any liabilities or nor indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any of its Subsidiaries Guarantor is in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effectmaterially and adversely affecting the Collateral or its business, assets, operations or condition (financial or otherwise), or prospects, nor is Borrower or any of its Subsidiaries Guarantor in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d1) Neither Borrower nor any of its Subsidiaries nor any member of the a Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d5.8(d)(1) hereto. Except as set forth in Schedule 5.8(d), 5.8(d)(1): (i) no Plan has incurred any “"accumulated funding deficiency,” ", as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA and the applicable laws of all other jurisdictions in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.be

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and After giving effect to the Transactions, each of its Subsidiaries, individually and taken as a whole, is Loan Party will be solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its each Loan Party’s assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its each Loan Party’s assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries no Loan Party has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect Effect, and (ii) any liabilities or indebtedness for borrowed money Indebtedness for Money Borrowed other than the Obligations and the Permitted Indebtednessor as permitted by Section 7.8. (c) Neither Borrower nor any of its Subsidiaries No Loan Party is in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries Loan Party in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries No Loan Party nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d)5.8(d)-1, (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries Loan Party and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor no Loan Party or any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries Loan Party and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR CFR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Loan Party and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries no Loan Party nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980. (e) No Loan Party has any Canadian Benefit Plans (other than, for greater certainty, universal plans created by and to which such Loan Party is obligated to contribute by statute) or any Canadian Pension Plans, other than those listed in Schedule 5.8(e). The Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and all other applicable laws which require registration and no event has occurred which is reasonably likely to cause the loss of such registered status. All material obligations of each Loan Party (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Plans and the funding agreements therefor have been performed in a timely fashion. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. There are no outstanding disputes concerning the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Each of the Canadian Pension Plans is fully funded on a solvency basis (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Body and which are consistent with generally accepted actuarial principles).

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the Transactions, each Borrower and each of its Subsidiaries, individually and taken as a whole, is will be solvent, able to pay its debts as they mature, has will have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any pending or to the knowledge of Borrowers, threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in a Material Adverse Effect Effect, and (ii) except as set forth in the financial statements provided to Agent, as of the Closing Date, no Borrower has any liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect each case which could reasonably be expected to have result in a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no No Pension Benefit Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Pension Benefit Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Pension Benefit Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Benefit Plan, ; (v) at this time, the current value of the assets of each Pension Benefit Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither any Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.;

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the Transactions, Borrower and each of its Subsidiaries, individually and taken as a whole, is will be solvent, able to pay its debts as they mature, has have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries has any no (i) pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could are reasonably be expected likely to result in have a Material Adverse Effect on Borrower, and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted Indebtednessor as permitted by Section 7.8 hereof. (c) Neither Borrower nor any of its Subsidiaries is not in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect tribunal which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains does not maintain or contributes contribute to any Multiemployer Plan or any Pension Benefit Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d)) or as could not reasonably be expected to result in a Material Adverse Effect, (i) no Plan has incurred any “"accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code (or a request for determination has been made within the applicable remedial period) and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has not incurred any liability to the PBGC which could reasonably be expected to result in a Material Adverse Effect other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan that is subject to Title IV of ERISA has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.the

Solvency; No Litigation, Violation, Indebtedness or Default. (a) At the Closing Date, after giving effect to the Transactions and all rights of contribution arising therefrom, each Borrower and each of its Subsidiaries, individually and taken as a whole, is will be solvent, able to pay its debts as they mature, has and have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) basis will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) pending or threatened any litigation, arbitration, actions or proceedings pending or, to the best of Borrowers’ knowledge, threatened against it which if adversely determined could reasonably be expected to result in have a Material Adverse Effect Effect, and (ii) liabilities or any indebtedness for borrowed money other than the Obligations and the Permitted Indebtednessother Indebtedness permitted by Section 7.8 hereof. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, tribunal in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than (i) as of the Closing Date, those listed on Schedule 5.8(d) hereto. Except hereto and (ii) thereafter, as set forth in Schedule 5.8(d), permitted under this Agreement. (i) no No determination has been made that a Plan has incurred any is in “accumulated funding deficiency,at risk” as defined in status (within the meaning of Section 302(a)(2) 303 of ERISA and Section 412(a) 430 of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ); (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at as of the date of this timeAgreement, the current value of the assets of each Pension Benefit Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither any Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any material liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, ; (viii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a non-exempt “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, ; (ix) Borrower, each of its Subsidiaries Borrower and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, ; (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, Reportable Event; (xi) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Borrower and any member of the Controlled Group, and ; (xii) neither any Borrower nor any member of its Subsidiaries the Controlled Group maintains or contributes to any Plan which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with Section 4980B of the Code, except to the extent maintenance of, or contribution to, such Plan could not reasonably be expected to have a Material Adverse Effect; (xiii) neither any Borrower nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 19801980 and there exists no fact which would reasonably be expected to result in any such liability, except to the extent such liability could not reasonably be expected to have a Material Adverse Effect; and (xiv) no Plan fiduciary (as defined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or for any failure in connection with the administration or investment of the assets of a Plan.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and After giving effect to the Transactions, each of its Subsidiaries, individually and taken as a whole, is Loan Party will be solvent, able to pay its debts as they mature, has will have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries no Loan Party has any (i) any pending or or, to the best of such Loan Party's knowledge, threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect Effect, and (ii) any liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any of its Subsidiaries No Loan Party is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries Loan Party in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries No Loan Party nor any member of the Controlled Group maintains or contributes to any Plan other than (i) as of the Closing Date, those listed on Schedule 5.8(d) heretohereto and (ii) thereafter, as permitted under this Agreement. Except as set forth in Schedule 5.8(d), (i) no No Plan has incurred any “"accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries Loan Party and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither Borrower nor any of its Subsidiaries Loan Party nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, ; (viii) neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “"prohibited transaction” " described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, ; (ix) Borrower, each of its Subsidiaries Loan Party and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, ; (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, ; (xi) neither Borrower nor any of its Subsidiaries Loan Party nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Loan Party and any member of the Controlled Group, and ; (xii) neither Borrower any Loan Party nor any member of its Subsidiaries the Controlled Group maintains or contributes to any Plan which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with Section 4980B of the Code; (xiii) neither any Loan Party nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 19801980 and there exists no fact which would reasonably be expected to result in any such liability; and (xiv) no Plan fiduciary (as defined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or for any failure in connection with the administration or investment of the assets of a Plan.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its Subsidiaries, individually and taken as a whole, is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries has any no (i) pending or or, to the knowledge of Borrower, threatened litigation, arbitration, actions or proceedings which if adversely determined could are reasonably be expected to result in have a Material Adverse Effect Effect, and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any of its Subsidiaries is not in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no No Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.;

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and On the Closing Date after giving effect to the Transactions, (i) each Credit Party is solvent (net of its Subsidiaries, individually intercompany payables and taken treating as a whole, is solventassets its rights under Section 14.6 hereof), able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (iii) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities (net of its intercompany payables and treating as assets its rights under Section 14.6 hereof) and (iiiii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilitiesliabilities (net of its intercompany payables and treating as assets its rights under Section 14.6 hereof). (b) Except as disclosed in Schedule 5.8(b)) or in the SEC Report, neither Borrower nor any of its Subsidiaries no Credit Party has any (i) pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect and Effect, or (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any None of its Subsidiaries the Credit Parties is in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries them in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any “"accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGCPBGC which could give rise to any material liability, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, which breach could give rise to any material liability, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any material liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.,

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its Subsidiaries, individually and taken as a whole, is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) Borrower will be able to pay its obligations as they become due and Borrower will not have unreasonably small capital in excess of the amount of order to carry on its liabilitiesbusiness. (b) Except as disclosed in Schedule 5.8(bSCHEDULE 5.8(B), neither Borrower nor any of its Subsidiaries has any no (i) pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in have a Material Adverse Effect on Borrower, and (ii) liabilities or indebtedness for borrowed money Indebtedness other than the Obligations and the Permitted Indebtednessother Indebtedness permitted by Sections 7.3 and 7.8. (c) Neither Borrower nor any of its Subsidiaries is not in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect which violation could reasonably be expected to have a Material Adverse EffectEffect on Borrower. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no No Single Employer Plan has incurred any “"accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Planwhich remains outstanding or which would reasonably be expected to have a Material Adverse Effect, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, except where the failure to obtain such determination could not reasonably be expected to have a Material Adverse Effect, (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, which could reasonably be expected to have a Material Adverse Effect, (iv) no Single Employer Plan has been terminated by the plan administrator Plan Administrator thereof nor during the five year period prior to the date hereof which could reasonably be expected to have a Material Adverse Effect, and no Single Employer Plan or Multiemployer Plan has been terminated by the PBGC, PBGC during the five year period prior to the date hereof and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Single Employer or Multiemployer Plan, (v) at this time, the current value of the assets of each Single Employer Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of Single Employer Plan, except where the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilitiesfailure to do so does not have a Material Adverse Effect, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liabilityliability which would reasonably be expected to have a Material Adverse Effect, (viiivii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “"prohibited transaction” " described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action Code, which would constitute or result in could reasonably be expected to have a Termination Event with respect to any such Plan which is subject to ERISAMaterial Adverse Effect, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (xviii) there exists no event with respect to any Single Employer Plan or Multiemployer Plan described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 CFR ss.2615.3 has not been waived, (xiix) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Borrower and any member of the Controlled Group, and where such fiduciary responsibility could reasonably be expected to have a Material Adverse Effect, (xiix) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980, (xi) each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, and (xii) as of the Closing Date, neither Borrower nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) a. Each Borrower and each of its Subsidiaries, individually and taken as a whole, is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) b. Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect Effect, and (ii) any liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither c. No Borrower nor any of its Subsidiaries is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is any Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither d. No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), : (i) no No Plan has incurred any “"accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither any Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.;

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the Transactions, each Borrower and each of its Subsidiaries, individually and taken as a whole, is will be solvent, able to pay its respective debts as they mature, has have capital sufficient to carry on its respective business and all businesses in which it is about to engage, and (i) as of the Closing Effective Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Effective Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b)) or the Pro Forma --------------- Financial Statements, neither no Borrower nor any of its Subsidiaries has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect on such Borrower or on its ability to perform this Agreement, and (ii) any liabilities or nor indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither No Borrower nor any of its Subsidiaries is in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor Effect on such Borrower and no Borrower is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect tribunal which could reasonably be expected to have a Material Adverse EffectEffect on such Borrower. (d) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. --------------- Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any “"accumulated funding deficiency,” " as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither no Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “"prohibited transaction” " described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries Borrower and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 CFR (S)2615.3 has not been waived, (xi) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Borrowers and any member of the Controlled Group, and (xii) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its Subsidiaries, individually and taken as a whole, is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries has any no (i) pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect Effect, and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any of its Subsidiaries is not in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no No Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.;

Solvency; No Litigation, Violation, Indebtedness or Default. (a) After giving effect to the Transactions, Borrower and each of its Subsidiaries, individually and taken as a whole, is will be solvent, able to pay its debts as they mature, has have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries has any no (i) pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could are reasonably be expected likely to result in have a Material Adverse Effect on Borrower, and (ii) liabilities or indebtedness for borrowed money other than the Obligations and the Permitted Indebtednessor as permitted by Section 7.8 hereof. (c) Neither Borrower nor any of its Subsidiaries is not in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect tribunal which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains does not maintain or contributes contribute to any Multiemployer Plan or any Pension Benefit Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d)) or as could not reasonably be expected to result in a Material Adverse Effect, (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.)

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Before and after giving effect to the funding of each Advance made pursuant to this Agreement, each Borrower and each of its Subsidiaries, individually Guarantor is and taken as a whole, is will be solvent, able to pay its debts as they mature, has and will have capital sufficient to carry on its business and all businesses in which it is about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities. (b) Except as disclosed in Schedule 5.8(b), neither Borrower nor any of its Subsidiaries Guarantor has any (i) any pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in have a Material Adverse Effect Effect, and (ii) any liabilities or indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither Borrower nor any of its Subsidiaries Guarantor is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor is Borrower or any of its Subsidiaries Guarantor in violation of any order of any court, governmental authority Governmental Body or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither Borrower nor any of its Subsidiaries No Borrower, Guarantor, nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. Except as set forth in Schedule 5.8(d), (i) no No Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, ; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, ; (iii) neither Borrower nor any of its Subsidiaries Borrower, Guarantor, nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, ; (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, ; (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither any Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, ; (vi) neither Borrower nor any of its Subsidiaries Borrower, Guarantor nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, ; (vii) neither any Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 has not been waived, (xi) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates and any member of the Controlled Group, and (xii) neither Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.;

Solvency; No Litigation, Violation, Indebtedness or Default. (a) Borrower and each of its Subsidiaries, individually and taken as a whole, is Borrowers are solvent, able to pay its their debts as they mature, has have capital sufficient to carry on its their business and all businesses in which it is they are about to engage, and (i) as of the Closing Date, the fair present saleable value of its their assets, calculated on a going concern basis, is in excess of the amount of its their liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its their assets (calculated on a going concern basis) will be in excess of the amount of its their liabilities. (b) Except as disclosed in Schedule 5.8(b), neither no Borrower nor any of its Subsidiaries has any (i) any --------------- pending or threatened litigation, arbitration, actions or proceedings which if adversely determined could reasonably be expected to result in involve the possibility of having a Material Adverse Effect on such Borrower, and (ii) any liabilities or nor indebtedness for borrowed money other than the Obligations and the Permitted IndebtednessObligations. (c) Neither To the knowledge of any Borrower, no Borrower nor any of its Subsidiaries is in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect, nor Effect on such Borrower. No Borrower is Borrower or any of its Subsidiaries in violation of any order of any court, governmental authority or arbitration board or tribunal, in any respect which could reasonably be expected to have a Material Adverse Effect. (d) Neither No Borrower nor any of its Subsidiaries nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto. ---------------- Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any “"accumulated funding deficiency,” " --------------- as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Borrower and each of its Subsidiaries and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan equals or exceeds the present value of the accrued benefits and other liabilities of such Plan and neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither no Borrower nor any of its Subsidiaries nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “"prohibited transaction” " described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower, each of its Subsidiaries Borrower and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CAR §2615.3 CFR ss.2615.3 has not been waived, (xi) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower, any of its Subsidiaries, Affiliates Borrower and any member of the Controlled Group, and (xii) neither no Borrower nor any of its Subsidiaries nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.