ERISA Compliance. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to have a Material Adverse Effect. Each Loan Party and each ERISA Affiliate has fulfilled its obligations under the Pension Funding Rules with respect to each Pension Plan, except to the extent that such noncompliance would not reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Loan Party and no ERISA Affiliate has # sought a waiver of the minimum funding standard under the Pension Funding Rules in respect of any Plan, # failed to make any contribution or payment to any Plan or Multiemployer Plan, or made any amendment to any Plan that has resulted or could 885707.04-LACSR02A - MSW

ERISA Compliance.(i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, wouldcircumstance that could reasonably be expected to have a Material Adverse Effect. Each Loan Party and eachconstitute or result in an ERISA Affiliate has fulfilled its obligationsEvent with respect to any Plan, # no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained, # there exists no Unfunded Pension Liability, # neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid and # neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to [Sections 4069 or 4212(c)])] of ERISA, except with respect to each Pension Plan, except toof the extent that such noncompliance would[foregoing clauses (i) through (v) of this Section 5.11(d)], as could not reasonably be expected to have a Material Adverse Effect. Except as would not,expected, individually or in the aggregate, reasonably be expected to haveresult in a Material Adverse Effect, no Loan Party and no ERISA Affiliate has # sought a waiver of the minimum funding standard under the Pension Funding Rules in respect of any Plan, # failed to make any contribution or payment to any Plan or Multiemployer Plan, or made any amendment to any Plan that has resulted or could 885707.04-LACSR02A - MSWEffect.

ERISA Compliance.(i) No ERISA Event has occurredoccurred, and neither the Borrowers nor any ERISA Affiliate is aware of any fact, event or iscircumstance that could reasonably be expected to occur that, when taken togetherconstitute or result in an ERISA Event with all other such ERISA Events for which liability is reasonably expectedrespect to occur, wouldany Pension Plan that could reasonably be expected to have a Material Adverse Effect. Each Loan Partymaterial adverse effect on the business, financial condition, or results of operation of the Borrowers and their Subsidiaries taken as a whole; # the Borrowers and each ERISA Affiliate has fulfilled its obligations under the Pension Funding Rules with respect to each Pension Plan, except to the extent that such noncompliance would not reasonably be expected to have a Material Adverse Effect. Except as would not, individually ormet in the aggregate, reasonably be expected to have a Material Adverse Effect, no Loan Party and no ERISA Affiliate has # sought a waiver of the minimum funding standardall material respects all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; and # as of the most recent valuation date for any Pension Plan, # failedthe Pension Plan unfunded liabilities did not exceed the value of its assets in an amount that could reasonably be expected to make any contributionhave a material adverse effect on the business, financial condition, or payment to any Plan or Multiemployer Plan, or made any amendment to any Plan that has resulted or could 885707.04-LACSR02A - MSWresults of operation of the Borrowers and their Subsidiaries, taken as a whole.

ERISA Compliance. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to have a Material Adverse Effect. Each Loan Party and each ERISA Affiliate has fulfilled its obligations under the Pension Funding Rules with respect to each Pension Plan, except to the extent that such noncomplianceExcept as would not reasonably be expected to have a Material Adverse Effect. Except as would not, individuallyEffect: # No ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or in the aggregate,circumstance that could reasonably be expected to have a Material Adverse Effect, no Loan Partyconstitute or result in an ERISA Event with respect to any Pension Plan; # the Borrower and noeach ERISA Affiliate has # sought a waiver of the minimum funding standardmet all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; # as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Borrower nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; # failedneither the Borrower nor any ERISA Affiliate has incurred any liability to makethe PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; # neither the Borrower nor any contributionERISA Affiliate has engaged in a transaction that could be subject to [Section 4069] or payment[Section 4212(c)] of ERISA; and # no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, or made any amendment to any Plan that has resulted or could 885707.04-LACSR02A - MSWPension Plan.

ERISA Compliance.(i) No ERISA Event has occurred orand no ERISA Event is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, wouldthat has resulted or could reasonably be expected to have a Material Adverse Effect. Eachresult in liability of the Loan Parties in an aggregate amount in excess of the Threshold Amount; # each Loan Party and each ERISA Affiliate has fulfilled its obligations under the Pension Funding Rules with respect to each Pension Plan, except to the extent that such noncompliance would not reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Loan Party and no ERISA Affiliate has # sought a waiver of the minimum funding standardmet all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; # as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is sixty percent (60%) or higher, or if lower than sixty percent (60%), it is not reasonably expected to result (together with any ERISA Events) in liability of the Loan Parties in an aggregate amount in excess of the Threshold Amount; # failedno Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to make[Sections 4069 or 4212(c)])] of ERISA; # no Loan Party nor any contributionERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums in an aggregate amount in excess of the Threshold Amount and there are no premium payments which have become due that are unpaid; and # no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or paymentcircumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan or Multiemployer Plan, or made any amendment to any Plan thatif such termination has resulted or could 885707.04-LACSR02A - MSWreasonably be expected to result in liability of the Loan Parties in an aggregate amount in excess of the Threshold Amount.

ERISA Compliance. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to have a Material Adverse Effect. Each Loan Party and each ERISA Affiliate has fulfilled its obligations under the Pension Funding Rules with respect to each Pension Plan, except to the extent that such noncompliance wouldExcept as could not reasonably be expected to have a Material Adverse Effect. Except as would not, individuallyEffect: # no ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or in the aggregate,circumstance that could reasonably be expected to have a Material Adverse Effect, no Loan Partyconstitute or result in an ERISA Event with respect to any Pension Plan; # the Borrower and noeach ERISA Affiliate has # sought a waiver of the minimum funding standardmet all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; # as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Borrower nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; # failedneither the Borrower nor any ERISA Affiliate has incurred any liability to makethe PBGC (other than for the payment of premiums due and not delinquent under [Section 4007] of ERISA); # neither the Borrower nor any contributionERISA Affiliate has engaged in a transaction that could be subject to [Section 4069] or payment[Section 4212(c)] of ERISA; and # no Pension Plan has been terminated by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, or made any amendment to any Plan that has resulted or could 885707.04-LACSR02A - MSWPension Plan.