Holdings and its Subsidiaries and any “employee benefit plan” (as defined under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)), whether or not subject to ERISA, established or maintained by Holdings or its Subsidiaries or by the ERISA Affiliates (as defined below) of any of Holdings’ U.S. Subsidiaries are in compliance in all material respects with ERISA, the Code and any applicable non-U.S. pension and benefit laws, regulations, or rulings, and all such plans have been fully funded and expensed in accordance with GAAP. “ERISA Affiliate” means, with respect to any of Holdings’ U.S. Subsidiaries, any natural person or entity which is a member of any controlled group of organizations within the meaning of [Sections 414(b), (c), (m) or (o)])])])] of the Code of which such Subsidiary is a member. Except as would not result in material liability to Holdings and its Subsidiaries, # no “reportable event” (as defined under [Section 4043] of ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by Holdings’ U.S. Subsidiaries or any of their ERISA Affiliates, # no “employee benefit plan” established or maintained by Holdings’ U.S. Subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under [Section 4062 or 4069]9] of ERISA), and # each “employee benefit plan” established or maintained by Holdings’ U.S. Subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is the subject of an unexpired favorable determination letter issued by the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification. None of Holdings’ U.S. Subsidiaries nor any of their ERISA Affiliates has incurred or would reasonably expect to incur any material liability under # Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or # Sections 412, 4971, 4975 or 4980B of the Code. Neither Holdings nor any of the Material Subsidiaries has incurred or would reasonably expect to incur any material liability under any applicable non-U.S. pension or benefit laws, regulations or rulings which has not been fully funded or expensed in accordance with GAAP. No “employee benefit plan” is, or would reasonably be expected to be, # in “at-risk” status (within the meaning of [Section 303(i)(4)(A)] of ERISA or [Section 430(i)(4)(A)] of the Code), # in “critical and declining” status (within the meaning of [Section 305] of ERISA) or # subject to liability or the imposition of a lien under Section 436 or 430(k) of the Code, ERISA or other applicable non-U.S. pension legislation.

Each “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or their “ERISA Affiliates” (as defined below) is in compliance with ERISA, except where the failure to be in compliance with ERISA would not result in a Material Adverse Effect. “ERISA Affiliate” means, with respect to the Company or a subsidiary, any member of any group of organizations described in [Section 414(b), (c), (m) or (o)])])])] of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company or such subsidiary is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. The fair market value of the assets of each ERISA Affiliate defined benefit pension plan exceeds the present value of such plan’s “benefit liabilities” (as defined in [Section 4001(a)(16)] of ERISA), and no ERISA Affiliate defined benefit pension plan has an “accumulated funding deficiency” (as defined in [Section 302] of ERISA). None of the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under # Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or # Sections 412, 4971 or 4975 of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service regarding its qualification under such section and, to the knowledge of the Company, its subsidiaries and its ERISA affiliates, nothing has occurred whether by action or failure to act, which would cause the loss of such qualification.