No Reportable Event has occurred and all “minimum required contributions” (within the meaning of [Section 412] and Section 430 of the Internal Revenue Code or [Section 302] of ERISA) have been made during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Internal Revenue Code, except to the extent that any such occurrence or failure to comply would not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred resulting in any liability that has remained unfunded, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period which would reasonably be expected to have a Material Adverse Effect. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits by an amount which, as determined in accordance with GAAP, would reasonably be expected to have a Material Adverse Effect. No Credit Party nor any ERISA Affiliate is currently subject to any liability for a complete or partial withdrawal from a Multiemployer Plan which would reasonably be expected to have a Material Adverse Effect. As of the Fourth Amendment Effective Date, no Borrower is, and no Borrower will be, using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by [Section 3(42)] of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments. For the avoidance of doubt, nothing herein shall prohibit a Borrower from using (or previously having used) the proceeds of any Loan to make contributions or payments to or otherwise fund any Plan or Benefit Plan.

SECTION # ERISA. During the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, # each Plan has complied in all material respects with the applicable provisions of ERISA and the Code and no Single Employer Plan has failed to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or [Section 302] of ERISA) applicable to such Single Employer Plan and # except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, # a no Reportable Event with respect to a Single Employer Plan, whether or not waived has occurred, # no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, # the present value of all accrued benefits under each Single Employer Plan did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount (determined in both cases using the assumptions applicable thereto promulgated under Section 430 of the Code), # neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan which has resulted or would reasonably be expected to result in a liability under ERISA, # neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made and # no such Multiemployer Plan is Insolvent.