Common use of UK Pensions Clause in Contracts

UK Pensions. Parent shall (a) ensure that the UK Pension Scheme is funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 and that no action or omission is taken by Parent or any of its Subsidiaries in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent or any of its Subsidiaries ceasing to employ any member of such a pension scheme); (b) except for the UK Pension Scheme, ensure that neither it nor any of its Subsidiaries is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or “connected” with or an “associate” of (as those terms are defined in sections 38 or 43 of the Pensions Act 2004) such an employer; (c) to the extent that it is able to obtain a copy, deliver to the Administrative Agent: (i) at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Parent or its Subsidiaries); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Scheme; (d) promptly notify the Administrative Agent of any material change in the rate of contributions to any pension scheme mentioned in (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); (e) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the Pensions Regulator which is likely to lead to the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiaries; and (f) immediately notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

UK Pensions. Parent shall (a) Each Loan Party shall ensure that the UK Pension Scheme is funded based on the statutory funding objective under sections 221 and 222 that: (i) no member of the Pensions Act 2004 and that no action or omission is taken by Parent or any of its Subsidiaries in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent or any of its Subsidiaries ceasing to employ any member of such a pension scheme); (b) except for the UK Pension Scheme, ensure that neither it nor any of its Subsidiaries Group is or has been at any time becomes an employer (for the purposes of sections 38 to 51 of the Pensions Act 20042004 (UK)) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 19931993 (UK)) and is not a scheme within section 38(1)(b) of the Pensions Act 2004 (UK) or “connected” with or an “associate” of (as those terms are defined used in sections 38 or and 43 of the Pensions Act 20042004 (UK) save that for the purposes of this clause, a member of the Group shall not be connected with another company solely by reason of one or more of its directors or employees being a director of that other company) such an employer; (c) to the extent that it is able to obtain a copy, deliver to the Administrative Agent: (i) at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Parent or its Subsidiaries); and ; (ii) at any other time if contributions that a UK Loan Party or any of its Subsidiaries are required to pay to Furmanite International Limited Pension Plan are so paid before or when they fall due and payable in accordance with the Administrative Agent schemes’ governing documentation and any overriding legislation; and (iii) no action or omission is taken by any member of the Group in relation to a pension scheme which has or is reasonably believes likely to have a Material Adverse Effect including, without limitation, the commencement of winding-up proceedings but excluding for these purposes any action or omission that is taken by any relevant statutory or auditing requirements are not being complied with, actuarial reports member of the Group in relation to the UK Pension Scheme; continuation or termination of employment of any employee of the Group (don grounds of ill-health or otherwise). (b) promptly Each Loan Party shall promptly: (i) notify the Administrative Agent of any material change in the rate of contributions to any pension scheme mentioned in (a) above the Furmanite International Limited Pension Plan paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); (ii) provide to the Agent a copy of the Recovery Plan (and any amendments and/or variations thereto from time to time); and (eiii) (subject to any confidentiality obligations) provide copies of all notifications made to the Pensions Regulator under section 69 of the Pensions Act 2004 (as amended from time to time). (c) Each Loan Party shall immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the Pensions Regulator which is likely to lead to the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiaries; and Agent: (fi) immediately notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator; (ii) (subject to any confidentiality obligations) of any investigation or proposed investigation by the Pensions Regulator of which it is aware which has resulted or may result in the Pensions Regulator taking any regulatory action against any member of the Group; and (iii) any event of which it is aware which has triggered or may trigger a debt on any member of the Group under sections 75 or 75A of the Pensions Act 2004.

UK Pensions. Parent shall (a) ensure Ensure that all pension schemes operated by or maintained for the UK Pension Scheme is benefit of Holdings or any of its Restricted Subsidiaries and/or any of their employees are fully funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 and that no action or omission is taken by Parent any of Holdings or any of its Restricted Subsidiaries in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or Parent any of Holdings or any of its Restricted Subsidiaries ceasing to employ any member of such a pension scheme); . (b) except for the UK Pension Scheme, ensure Ensure that neither it of Holdings nor any of its Restricted Subsidiaries is or has been at any time becomes an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or “connected” with or an “associate” of (as those terms are defined used in sections section 38 or 43 of the Pensions Act 2004) such an employer; . (c) to the extent that it is able to obtain a copy, The Parent shall deliver to the Administrative Agent: (i) Agent at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Parent or its Subsidiariesthe Parent); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Scheme; all pension schemes mentioned in paragraph (a) above. (d) The Parent shall promptly notify the Administrative Agent of any material change in the rate of contributions to any pension scheme schemes mentioned in paragraph (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); . (e) immediately Immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the Pensions Regulator which is likely to may lead to the issue of a Financial Support Direction or a Contribution Notice to it Holdings or any of its Restricted Subsidiaries; and . (f) immediately Immediately notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

UK Pensions. Parent shall (a) ensure that the UK Pension Scheme is funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 Xxx 0000 and that no action or omission is taken by Parent or any of its Subsidiaries in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent or any of its Subsidiaries ceasing to employ any member of such a pension scheme); (b) except for the UK Pension Scheme, ensure that neither it nor any of its Subsidiaries is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or “connected” with or an “associate” of (as those terms are defined in sections 38 or 43 of the Pensions Act 2004) such an employer; (c) to the extent that it is able to obtain a copy, deliver to the Administrative Agent: (i) at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Parent or its Subsidiaries); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Scheme; (d) promptly notify the Administrative Agent of any material change in the rate of contributions to any pension scheme mentioned in (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); (e) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the Pensions Regulator which is likely to lead to the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiaries; and (f) immediately notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.;

UK Pensions. Parent Each Obligor shall (ai) ensure that the UK Pension Scheme DB Plan is funded based on in all material respects in accordance with applicable law and the statutory funding objective under sections 221 governing terms of the UK DB Plan (including for the purposes of any recovery plan or schedule of contributions in place for the UK DB Plan from time to time for the purposes of section 226 and 222 section 227 of the Pensions Act 2004 and that no action or omission is taken by Parent or any of its Subsidiaries in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect 2004), (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent or any of its Subsidiaries ceasing to employ any member of such a pension scheme); (bii) except save for the UK Pension SchemeDB Plan, ensure that neither it no Obligor nor any of its Affiliates or Subsidiaries is or has been at any time becomes an employer (for the purposes of sections 38 to 51 of the UK Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the UK Pension Schemes Act 1993) or, subject to Section 5.06(b)(ii) and save as would not reasonably be expected to have a Material Adverse Effect, is or becomes “connected” with or an “associate” of (as those terms are defined used in sections 38 or 43 of the UK Pensions Act 2004) such an employer; , (c) to the extent that it is able to obtain a copy, deliver to the Administrative Agent: (i) at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Parent or its Subsidiaries); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Scheme; (diii) promptly notify the Administrative Agent of any material change in written communication from, or on behalf of, the rate of contributions to any pension scheme mentioned in (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); (e) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the UK Pensions Regulator which is likely confirms that the UK Pensions Regulator has requested the Determinations Panel (or any successor or replacement panel from time to lead time) of the UK Pensions Regulator to investigate the issue issuance of a Financial Support Direction or a Contribution Notice to it or against any Obligor or any of its Affiliates or Subsidiaries; and , (fiv) immediately promptly notify the Administrative Agent of any written communication from, or on behalf of, the UK Pensions Regulator or the CPS which confirms that the UK Pensions Regulator or the CPS intends to prosecute any Obligor or any of its Affiliates or Subsidiaries under any Criminal Pension Power, (v) promptly notify the Administrative Agent if it any Obligor or any of its Affiliates or Subsidiaries receives a Financial Support Direction or a Contribution Notice from the UK Pensions RegulatorRegulator or if the UK Pensions Regulator or the CPS exercises any Criminal Pension Power against any Obligor or any of its Affiliates or Subsidiaries, (vi) promptly notify the Administrative Agent of any debt triggered as payable to the UK DB Plan under section 75 or section 75A of the UK Pensions Act 2004, and (vii) promptly notify the Administrative Agent of the occurrence of any employer related Notifiable Event in relation to the UK DB Plan.

UK Pensions. Parent shall Third Amended and Restated Loan and Security Agreement – Xxxxxx.xx Inc. (January 2024) 30 (a) Each of the Foreign Subsidiaries of the Borrower shall ensure that all pension and superannuation schemes operated by or maintained for the UK Pension Scheme is benefit of members of each of its Foreign Subsidiaries and/or any of their employees are at all times fully funded in accordance, in all material respects, with applicable law and regulation and the rules of the schemes, on the basis of reasonable, good faith actuarial assumptions (including, based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 2004) and that no action or omission is taken by Parent or any of its such Foreign Subsidiaries in relation to such a pension scheme which has or is reasonably likely to superannuation scheme, in each case, except as would not have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent or any of its Subsidiaries ceasing to employ any member of such a pension scheme); Effect. (b) except for the UK Pension Scheme, ensure that neither it nor any of its Subsidiaries is or has been at any time an employer (for the purposes of sections 38 to 51 Each of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or “connected” with or an “associate” of (as those terms are defined in sections 38 or 43 Foreign Subsidiaries of the Pensions Act 2004) such an employer; (c) to the extent that it is able to obtain a copy, Borrower shall deliver to the Administrative Agent: (i) , at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Parent or its Subsidiariesthe Borrower); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to all pension and superannuation schemes mentioned in paragraph (a) above. (c) Each of the UK Pension Scheme; (d) Foreign Subsidiaries of the Borrower shall promptly notify the Administrative Agent of any material change in the rate of contributions to any pension scheme or superannuation schemes mentioned in paragraph (a) above paid or recommended agreed with the scheme actuary to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); . (d) The Borrower shall ensure that none of its Foreign Subsidiaries is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004 (United Kingdom)) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993 (United Kingdom)) or “connected” with or an “associate” of (as those terms are used in sections 38 or 43 of the Pensions Act 2004 (United Kingdom)) such an employer. (e) immediately Each Loan Party shall promptly notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the Pensions Regulator which is reasonably likely to lead to result in the issue of a Financial Support Direction or a Contribution Notice to it or any which would constitute an Event of its Subsidiaries; and Default. (f) immediately Each Loan Party shall promptly notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions RegulatorRegulator which constitutes an Event of Default.

UK Pensions. Parent Each UK Loan Party shall (a) ensure that the UK Pension Scheme is all pension schemes operated by or maintained for its or its Subsidiaries benefit and/or any of its employees are fully funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 and that no action or omission is taken by Parent or any of its Subsidiaries UK Loan Party in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent or any of its Subsidiaries a UK Loan Party ceasing to employ any member of such a pension scheme); (b) except for the UK Pension SchemeSchemes, ensure that neither it nor any of its Subsidiaries is not or has not been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993199) or “connected” with or an “associate” of (as those terms are defined in sections 38 or 43 of the Pensions Act 2004) such an employer; (c) to the extent that it is able to obtain a copy, deliver to the Administrative Agent: (i) at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Parent or its Subsidiariesthe UK Loan Parties); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Schemeall pension schemes mentioned in (a) above; (d) promptly notify the Administrative Agent of any material change in the rate of contributions to any pension scheme mentioned in (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); (e) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the Pensions Regulator which is likely to may lead to the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiaries; and (f) immediately notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

UK Pensions. Parent shall (a) Holdings will ensure that that, to the extent applicable, all contributions required under the relevant scheme’s schedule of contributions under Part 3 of the UK Pension Scheme is funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 are duly paid in respect of all UK pension schemes operated by or maintained for the benefit of Holdings or any Subsidiary or any of their employees and that no action or omission is taken by Parent Holding or any of its Subsidiaries Subsidiary in relation to such a UK pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent any Subsidiary or any of its Subsidiaries Holdings ceasing to employ any member of such a pension scheme); ) which has or is reasonably likely to result in a Material Adverse Effect. (b) except Except for the UK Orient-Express 2003 Pension Scheme, Holdings shall ensure that neither it nor any of its Subsidiaries no Subsidiary is or has been at any time in the six years prior to the Closing Date: (i) an employer (for the purposes of sections 38 to 51 of the UK Pensions Act 2004Act) of an occupational pension scheme which is not a money purchase scheme (both such terms as defined in the UK Pension Schemes Act of 1993) and is not a scheme within section 38(1)(b) of the UK Pensions Act; or (ii) “connected” with or an “associate” of (as those terms are defined used in sections 38 or 43 of the UK Pensions Act 2004Act) such an employer; . (c) Holdings shall (subject to the extent that it is able to obtain a copy, any confidentiality obligations) deliver to the Administrative Agent: (i) at such times Agent within 28 days of receipt by Holdings those actuarial reports as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes schemes, Holdings or to Parent or its Subsidiariesthe relevant Subsidiary); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Scheme; all pension schemes mentioned in Section 5.16(a) or Section 5.16(b). (d) Holdings shall promptly notify the Administrative Agent of any material change in the rate schedule of contributions under Part 3 of the UK Pensions Act applicable to any pension scheme schemes mentioned in (aSection 5.16(a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); (e) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation which would increase contributions by the Pensions Regulator which is likely to lead to the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiaries; and (f) immediately notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulatormore than 10% per annum.

UK Pensions. Parent Each UK Loan Party shall (a) ensure that the UK Pension Scheme is all pension schemes operated by or maintained for its or its Subsidiaries benefit and/or any of its employees are fully funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 and that no action or omission is taken by Parent or any of its Subsidiaries UK Loan Party in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent or any of its Subsidiaries a UK Loan Party ceasing to employ any member of such a pension scheme); (b) except for the UK Pension SchemeSchemes, ensure that neither it nor any of its Subsidiaries is not or has not been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993199) or “connected” with or an “associate” of (as those terms are defined in sections 38 or 43 of the Pensions Act 2004) such an employer; (c) to the extent that it is able to obtain a copy, deliver to the Administrative Agent: (i) at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Parent or its Subsidiariesthe UK Loan Parties); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Schemeall pension schemes mentioned in (a) above; (d) promptly notify the Administrative Agent of any material change in the rate of contributions to any pension scheme mentioned in (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); (e) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the Pensions Regulator which is likely to may lead to the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiaries; and (f) immediately notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.. 163 #98388029v19

UK Pensions. Parent Each UK Loan Party shall (a) ensure that the UK Pension Scheme is all pension schemes operated by or maintained for its or its Subsidiaries benefit and/or any of its employees are fully funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 Xxx 0000 and that no action or omission is taken by Parent or any of its Subsidiaries UK Loan Party in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent or any of its Subsidiaries a UK Loan Party ceasing to employ any member of such a pension scheme); (b) except for the UK Pension SchemeSchemes, ensure that neither it nor any of its Subsidiaries is not or has not been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993199) or “connected” with or an “associate” of (as those terms are defined in sections 38 or 43 of the Pensions Act 2004) such an employer; (c) to the extent that it is able to obtain a copy, deliver to the Administrative Agent: (i) at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Parent or its Subsidiariesthe UK Loan Parties); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Schemeall pension schemes mentioned in (a) above; (d) promptly notify the Administrative Agent of any material change in the rate of contributions to any pension scheme mentioned in (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); (e) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the Pensions Regulator which is likely to may lead to the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiaries; and (f) immediately notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

UK Pensions. Parent shall (a) The UK Borrower shall ensure that the UK Pension Scheme is all pension schemes operated by or maintained for its benefit and/or any of its employees are fully funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 (UK) and that no action or omission is taken by Parent or any of its Subsidiaries the UK Borrower in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent or any of its Subsidiaries the UK Borrower ceasing to employ any member of such a pension scheme); ; (b) except Except for the schemes set forth in Schedule 3.27, the UK Pension Scheme, Borrower shall ensure that neither it nor any of its Subsidiaries is or has been at any time not an employer (for the purposes of sections 38 to 51 of the Pensions Act 20042004 (UK)) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 19931993 (UK)) or “connected” with or an “associate” of (as those terms are defined in sections 38 or 43 of the Pensions Act 20042004 (UK)) such an employer; ; (c) to the extent that it is able to obtain a copy, The UK Borrower shall deliver to the Administrative Agent: (i) at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Parent or its Subsidiariesthe UK Borrower); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Scheme; all pension schemes mentioned in clause (a) above; (d) The UK Borrower shall (i) promptly notify the Administrative Agent of any material change in the rate of contributions to any pension scheme mentioned in clause (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); ) (eii) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the Pensions Regulator which is likely to may lead to the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiariesthe UK Borrower; and (fiii) immediately notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

UK Pensions. Parent shall (a) Holdings will ensure that that, to the extent applicable, all contributions required under the relevant scheme’s schedule of contributions under Part 3 of the UK Pension Scheme is funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 are duly paid in respect of all UK pension schemes operated by or maintained for the benefit of Holdings or any Subsidiary or any of their employees and that no action or omission is taken by Parent Holding or any of its Subsidiaries Subsidiary in relation to such a UK pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent any Subsidiary or any of its Subsidiaries Holdings ceasing to employ any member of such a pension scheme); ) which has or is reasonably likely to result in a Material Adverse Effect. (b) except Except for the UK Orient-Express 2003 Pension Scheme, Holdings shall ensure that neither it nor any of its Subsidiaries no Subsidiary is or has been at any time in the six years prior to the date of this Agreement: (i) an employer (for the purposes of sections 38 to 51 of the UK Pensions Act 2004Act) of an occupational pension scheme which is not a money purchase scheme (both such terms as defined in the UK Pension Schemes Act of 1993) and is not a scheme within section 38(1)(b) of the UK Pensions Act; or (ii) “connected” with or an “associate” of (as those terms are defined used in sections 38 or 43 of the UK Pensions Act 2004Act) such an employer; . (c) Holdings shall (subject to the extent that it is able to obtain a copy, any confidentiality obligations) deliver to the Administrative Agent: (i) at such times Agent within 28 days of receipt by Holdings those actuarial reports as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes schemes, Holdings or to Parent or its Subsidiariesthe relevant Subsidiary); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Scheme; all pension schemes mentioned in Section 5.16(a) or Section 5.16(b). (d) Holdings shall promptly notify the Administrative Agent of any material change in the rate schedule of contributions under Part 3 of the UK Pensions Act applicable to any pension scheme schemes mentioned in (aSection 5.16(a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); (e) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation which would increase contributions by the Pensions Regulator which is likely to lead to the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiaries; and (f) immediately notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulatormore than 10% per annum.

UK Pensions. Parent Each Obligor shall (ai) ensure that the UK Pension Scheme DB Plan is funded based on in all material respects in accordance with applicable law and the statutory funding objective under sections 221 governing terms of the UK DB Plan (including for the purposes of any recovery plan or schedule of contributions in place for the UK DB Plan from time to time for the purposes of section 226 and 222 section 227 of the Pensions Act 2004 and that no action or omission is taken by Parent or any of its Subsidiaries in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect 2004), (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent or any of its Subsidiaries ceasing to employ any member of such a pension scheme); (bii) except save for the UK Pension SchemeDB Plan, ensure that neither it no Obligor nor any of its Affiliates or Subsidiaries is or has been at any time becomes an employer (for the purposes of sections 38 to 51 of the UK Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the UK Pension Schemes Act 1993) or, subject to Section 5.06(b)(ii) and save as would not reasonably be expected to have a Material Adverse Effect, is or becomes “connected” with or an “associate” of (as those terms are defined used in sections 38 or 43 of the UK Pensions Act 2004) such an employer; , (c) to the extent that it is able to obtain a copy, deliver to the Administrative Agent: (i) at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Parent or its Subsidiaries); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Scheme; (diii) promptly notify the Administrative Agent of any material change in written communication from, or on behalf of, the rate of contributions to any pension scheme mentioned in (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); (e) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the UK Pensions Regulator which is likely confirms that the UK Pensions Regulator has requested the Determinations Panel (or any successor or replacement panel from time to lead time) of the UK Pensions Regulator to investigate the issue issuance of a Financial Support Direction or a Contribution Notice to it or against any Obligor or any of its Affiliates or Subsidiaries; and , (fiv) immediately promptly notify the Administrative Agent of any written communication from, or on behalf of, the UK Pensions Regulator or the CPS which confirms that the UK Pensions Regulator or the CPS intends to prosecute any Obligor or any of its Affiliates or Subsidiaries under any Criminal Pension Power, (v) promptly notify the Administrative Agent if it any Obligor or any of its Affiliates or Subsidiaries receives a Financial Support Direction or a Contribution Notice from the UK Pensions RegulatorRegulator or if the UK Pensions Regulator or the CPS exercises any Criminal Pension Power against any Obligor or any of its Affiliates or Subsidiaries, (vi) promptly notify the Administrative Agent of any debt triggered as payable to the UK DB Plan under section 75 or section 75A of the UK Pensions Xxx 0000, and (vii) promptly notify the Administrative Agent of the occurrence of any employer related Notifiable Event in relation to the UK DB Plan.

UK Pensions. Parent shall (a) ensure that the UK Pension Scheme is funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 Xxx 0000 and that no action or omission is taken by Parent or any of its Subsidiaries in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or Parent or any of its Subsidiaries ceasing to employ any member of such a pension scheme); (b) except for the UK Pension Scheme, ensure that neither it nor any of its Subsidiaries is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or “connected” with or an “associate” of (as those terms are defined in sections 38 or 43 of the Pensions Act 2004) such an employer; (c) to the extent that it is able to obtain a copy, deliver to the Administrative Agent: (i) at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Parent or its Subsidiaries); and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, actuarial reports in relation to the UK Pension Scheme; (d) promptly notify the Administrative Agent of any material change in the rate of contributions to any pension scheme mentioned in (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise); (e) immediately notify the Administrative Agent on it or any of its Subsidiaries becoming aware of any investigation or proposed investigation by the Pensions Regulator which is likely to lead to the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiaries; and (f) immediately notify the Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.