Each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as could not reasonably be expected to result in a Material Adverse Effect. All contributions required to be made with respect to a Non-U.S. Plan have been timely made, except as would not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries has incurred any material obligation in connection with the termination of, or withdrawal from, any Non-U.S. Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan, determined as of the end of the Borrower’s most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Non-U.S. Plan allocable to such benefit liabilities, except as would not reasonably be expected to result in a Material Adverse Effect.

Each Non-U.S.Foreign Pension Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, in each case except as couldwhere the failure to do so would not reasonably be expected to result inhave a Material Adverse Effect. All material contributions required to be made with respect to a Non-U.S.Foreign Pension Plan have been timely made, except as would not reasonably be expected to result in a Material Adverse Effect.made. Neither the Borrower nor any of its Restricted Subsidiaries has incurred any material obligation in connection with the termination of, or withdrawal from, any Non-U.S. Plan. TheForeign Pension Plan that would reasonably be expected to have a Material Adverse Effect. To the extent required under applicable law, the present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S.Foreign Pension Plan, determined as of the end of the Borrower’sBorrowers’ most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Non-U.S.Foreign Pension Plan allocable to such benefit liabilities, except as would not reasonably be expected to result in a Material Adverse Effect.liabilities.

Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: each Foreign Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as could not reasonably be expected to result in a Material Adverse Effect. Allauthorities; all contributions required to be made with respect to a Non-U.S.Foreign Pension Plan have been timely made, except as would not reasonably be expected to result in a Material Adverse Effect. Neither themade; and neither Borrower nor any of its Restricted Subsidiaries hashave incurred any material obligation in connection with the termination of, or withdrawal from, any Non-U.S.Foreign Pension Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S.Foreign Pension Plan, determined as of the end of the Borrower’Borrower’s most recently ended fiscal year on the basis of actuarial assumptions, each of which istaken as a whole are reasonable, did not exceed the current value of the assets of such Non-U.S.Foreign Pension Plan allocable to such benefit liabilities, except as would not reasonably be expected to result inliabilities by a Material Adverse Effect.material amount.

All Non-U.S. Plan hasPlans have been established, operated, administered and maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained,applicable thereto, except where required, in good standing with applicable regulatory authorities, except asfailure so to comply could not be reasonably be expected to result inhave a Material Adverse Effect. All premiums, contributions and any other amounts required to be made with respect to aby applicable Non-U.S. Plan documents or applicable laws to be paid or accrued by the Parent and any foreign Subsidiary have been timely made,paid or accrued as required, except as wouldwhere failure so to pay or accrue could not be reasonably be expected to result inhave a Material Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries has incurred any material obligation in connection with the termination of, or withdrawal from, any Non-U.S. Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan, determined as of the end of the Borrower’s most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Non-U.S. Plan allocable to such benefit liabilities, except as would not reasonably be expected to result in a Material Adverse Effect.