Compliance with ERISA. (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any entity, whether or not incorporated, that is under common control with the Company within the meaning of [Section 4001(a)(14)] of ERISA or any entity that would be regarded as a single employer with the Company under [Section 414(b)],(c),(m) or (o) of the Code) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code; # no prohibited transaction, within the meaning of [Section 406] of ERISA or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative exemption; # for each Plan that is subject to the funding rules of Section 412 of the Code or [Section 302] of ERISA, no Plan has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of [Section 302] of ERISA or Section 412 of the Code) applicable to such Plan; # no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of [Section 303(i)] of ERISA) and no Plan that is a “multiemployer plan” within the meaning of [Section 4001(a)(3)] of ERISA is in “endangered status” or “critical status” (within the meaning of [Sections 304 and 305]5] of ERISA) # the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); # no “reportable event” (within the meaning of [Section 4043(c)] of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur; # each Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or is entitled to rely on an opinion letter, from the Internal Revenue Service, and, to the knowledge of the Company, nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; # neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guarantee Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan” within the meaning of [Section 4001(a)(3)] of ERISA); and # none of the following events has occurred or is reasonably likely to occur: # a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its Controlled Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’ most recently completed fiscal year; or # a material increase in the Company and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to the amount of such obligations in the Company and its subsidiaries’ most recently completed fiscal year, except in each case with respect to the events or conditions set forth in [(i) through (ix) hereof], as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Compliance with ERISA. Do, and cause each of its ERISA Affiliates to do, each of the following: # maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state law; # cause each Plan which is qualified under Section 401(a) of the Code to maintain such qualification; and # make all required contributions to any Plan subject to Section 412 of the Code.

Compliance with ERISA. Do, and cause each of its ERISA Affiliates to do, each of the following: # maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state law; # cause each Plan which is qualified under Section 401(a) of the Code to maintain such qualification; and # satisfy the minimum funding standards (within the meaning of Section 412 of the Code).

Except as would not result in or be reasonably expected to result in a Material Adverse Effect:

Compliance with ERISA. Maintain, or permit any member of the Controlled Group to maintain, or # become obligated to contribute, or permit any member of the Controlled Group to become obligated to contribute, to any Plan, other than those Plans disclosed on [Schedule 5.8(d)], (ii) engage, or permit any member of the Controlled Group to engage, in any non-exempt “prohibited transaction”, as that term is defined in [Section 406] of ERISA or Section 4975 of the Code, # terminate, or permit any member of the Controlled Group to terminate, any Plan where such event could result in any liability of any Borrower or any member of the Controlled Group or the imposition of a lien on the property of any Borrower or any member of the Controlled Group pursuant to [Section 4068] of ERISA, # incur, or permit any member of the Controlled Group to incur, any withdrawal liability to any Multiemployer Plan; # fail promptly to notify Agent of the occurrence of any Termination Event, # fail to comply, or permit a member of the Controlled Group to fail to comply, with the requirements of ERISA or the Code or other Applicable Laws in respect of any Plan, # fail to meet, permit any member of the Controlled Group to fail to meet, or permit any Plan to fail to meet, all minimum funding requirements under ERISA and the Code, 074658.01845/123458281v.1

Maintain, or permit any member of the Controlled Group to maintain, or become obligated to contribute, or permit any member of the Controlled Group to become obligated to contribute, to any Title IV Plan, other than those Title IV Plans disclosed on [Schedule 5.8(d)(i)], liv) engage, or permit any member of the Controlled Group to engage, in any non-exempt “prohibited transaction”, as that term is defined in [Section 406] of ERISA and Section 4975 of the Code, lv) incur, or permit any member of the Controlled Group to fail the applicable “minimum funding standard”, as that term is defined in [Section 302] of ERISA or Section 412 of the Code, lvi) terminate, or permit any member of the Controlled Group to terminate, any Title IV Plan where such event could result in any liability of any Loan Party or any member of the Controlled Group or the imposition of a Lien on the property of any Loan Party or any member of the Controlled Group pursuant to [Section 4068] of ERISA, lvii) assume, or permit any member of the Controlled Group to assume, any obligation to contribute to any Multiemployer Plan not disclosed on [Schedule 5.8(d)(i)], lviii) incur, or permit any member of the Controlled Group to incur, any withdrawal liability to any Multiemployer Plan, except to the extent that the failure to comply, individually or in the aggregate, could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, lix) fail promptly to notify Agent of the occurrence of any Termination Event, lx) fail to comply, or permit a member of the Controlled Group to fail to comply, with the requirements of ERISA or the Code or other applicable laws in respect of any Plan, or lxi) fail to meet, or permit any member of the Controlled Group to fail to meet, all minimum funding requirements under ERISA or the Code or postpone or delay or allow any member of the Controlled Group to postpone or delay any funding requirement with respect of any Title IV Plan.

Compliance with ERISA. Except as could not reasonably be expected to have a Material Adverse Effect (i) (x) Maintain, or permit any member of the Controlled Group to maintain, or # become obligated to contribute, or permit any member of the Controlled Group to become obligated to contribute, to any Plan, other than those Plans disclosed on [Schedule 5.8(d)], (ii) engage, or permit any member of the Controlled Group to engage, in any non-exempt “prohibited transaction”, as that term is defined in [Section 406] of ERISA or Section 4975 of the Code, # terminate, or permit any member of the Controlled Group to terminate, any Plan where such event could result in any liability of any Borrower or any member of the Controlled Group or the imposition of a lien on the property of any Borrower or any member of the Controlled Group pursuant to [Section 4068] of ERISA, # incur, or permit any member of the Controlled Group to incur, any withdrawal liability to any Multiemployer Plan; # fail promptly to notify Agent of the occurrence of any Termination Event, # fail to comply, or permit a member of the Controlled Group to fail to comply, with the requirements of ERISA or the Code or other Applicable Laws in respect of any Plan, # fail to meet, permit any member of the Controlled Group to fail to meet, or permit any Plan to fail to meet all minimum funding requirements under ERISA and the Code, without regard to any waivers or variances, or postpone or delay or allow any member of the Controlled Group to postpone or delay any funding requirement with respect of any Plan, or # cause, or permit any member of the Controlled Group to cause, a representation or warranty in Section 5.8(d) to cease to be true and correct.

This Plan is intended to constitute an unfunded “employee welfare benefit plan” maintained for the purpose of providing severance benefits to a select group of management or highly compensated employees, and the Plan shall be administered in a manner consistent with such intent. The Plan is intended to be excepted from the definitions of “employee pension benefit plan” and “pension plan” set forth under Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Compliance with ERISA. (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any entity, whether or not incorporated, that is under common control with the Company within the meaning of [Section 4001(a)(14)] of ERISA or any entity that would be regarded as a single employer with the Company under [Section 414(b), (c), (m) or (o)])])])] of the Code) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code, except for noncompliance that would not reasonably be expected to result in material liability to the Company; # no prohibited transaction, within the meaning of [Section 406] of ERISA or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative exemption that would not reasonably be expected to result in material liability to the Company; # for each Plan that is subject to the funding rules of Section 412 of the Code or [Section 302] of ERISA, no Plan has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of [Section 302] of ERISA or Section 412 of the Code) applicable to such Plan; # to the knowledge of the Company, no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of [Section 303(i)] of ERISA) and no Plan that is a “multiemployer plan” within the meaning of [Section 4001(a)(3)] of ERISA is in “endangered status” or “critical status” (within the meaning of [Sections 304 and 305]5] of ERISA) # the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); # no “reportable event” (within the meaning of [Section 4043(c)] of ERISA and the regulations promulgated thereunder) has occurred or, to the knowledge of the Company, is reasonably expected to occur that either has resulted, or would reasonably be expected to result, in material liability to the Company; # each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which would reasonably be expected to cause the loss of such qualification; # neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guarantee Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan” within the meaning of [Section 4001(a)(3)] of ERISA); and # none of the following events has occurred or is reasonably likely to occur: # a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its Controlled Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’ most recently completed fiscal year; or # a material increase in the Company and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to the amount of such obligations in the Company and its subsidiaries’ most recently completed fiscal year, except in each case with respect to the events or conditions set forth in [(i) through (ix) hereof], as would not, individually or in the aggregate, have a Material Adverse Effect.

Compliance with ERISA. No “prohibited transaction” (as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)) or “accumulated funding deficiency” (as defined in [Section 302] of ERISA) or any of the events set forth in [Section 4043(b)] of ERISA (other than events with respect to which the thirty (30)-day notice requirement under [Section 4043] of ERISA has been waived) has occurred or could reasonably be expected to occur with respect to any employee benefit plan of the Company or any of its subsidiaries which could, singularly or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each employee benefit plan of the Company or any of its subsidiaries is in compliance in all material respects with applicable law, including ERISA and the Code. The Company and its subsidiaries have not incurred and could not reasonably be expected to incur liability under Title IV of ERISA with respect to the termination of, or withdrawal from, any pension plan (as defined in ERISA). Each pension plan for which the Company or any of its subsidiaries would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which could, singularly or in the aggregate, reasonably be expected to cause the loss of such qualification.