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ERISA. To the knowledge of the Company, # each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employees of the Company and the Subsidiaries has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the “Code”); # no prohibited transaction, within the meaning of [Section 406] of ERISA or Section 4975 of the Code, has occurred which would result in a material liability to the Company with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and # for each such plan that is subject to the funding rules of Section 412 of the Code or [Section 302] of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions) equals or exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions, other than, in the case of [(i), (ii) and (iii) above], as would not have a Material Adverse Effect.

ERISA. To the knowledge of the Company, # each material employeeEach “employee benefit plan, within the meaning of Section 3(3) ofplan” (as defined under the Employee Retirement Income Security Act of 1974, as amended (“ERISAamended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) thatestablished or maintained by the Company, its subsidiaries or their “ERISA Affiliates” (as defined below) is maintained, administered or contributedin compliance with ERISA, except where the failure to bybe in compliance with ERISA would not result in a Material Adverse Effect. “ERISA Affiliate” means, with respect to the Company or a subsidiary, any of its affiliates for employees or former employees of the Company and the Subsidiaries has been maintained in material compliance with its terms and the requirementsmember of any applicable statutes, orders, rules and regulations, including but not limited to ERISA andgroup of organizations described in [[Section 414(b), (c), (m) or (o)])])])]])])])] of the Internal Revenue Code of 1986, as amendedamended, and the regulations and published interpretations thereunder (the “Code”); # no prohibited transaction, within of which the meaning of [Section 406] of ERISACompany or Section 4975 of the Code,such subsidiary is a member. No “reportable event” (as defined under ERISA) has occurred which would result in a material liabilityor is reasonably expected to the Companyoccur with respect to any such plan excluding transactions effected pursuant to a statutory“employee benefit plan” established or administrative exemption; and # for each such plan that is subject tomaintained by the funding rulesCompany, its subsidiaries or any of Section 412 of the Code or [Section 302] of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code has been incurred, whether or not waived, and thetheir ERISA Affiliates. The fair market value of the assets of each suchERISA Affiliate defined benefit pension plan (excluding for these purposes accrued but unpaid contributions) equals or exceeds the present value of all benefits accruedsuch 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 plan determined using reasonable actuarial assumptions, other than, insection and, to the caseknowledge of [(i), [(ii)the Company, its subsidiaries and (iii) above]e]], asits ERISA affiliates, nothing has occurred whether by action or failure to act, which would not have a Material Adverse Effect.cause the loss of such qualification.

ERISA. To the knowledge of the Company,Except as would not have a Material Adverse Effect: # each material employee“employee benefit plan, withinplan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) that is maintained, administered or contributed to by) for which the Company or any member of its affiliates for employees or former employeesControlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Company and the SubsidiariesInternal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in material compliance with its terms and with the requirements of anyall applicable statutes, orders, rules and regulations,regulations including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the “Code”);Code; # no prohibited transaction, within the meaning of [Section 406] of ERISA or Section 4975 of the Code, has occurred which would result in a material liability to the Company with respect to any such planPlan for which the Company or any member of its Controlled Group would have any liability, excluding transactions effected pursuant to a statutory or administrative exemption; and # forwith respect to each such plan that isPlan subject to Title IV of ERISA # no “reportable event” (within the meaning of [Section 4043(c)] of ERISA) has occurred or is reasonably expected to occur, # no “accumulated funding rulesdeficiency” (within the meaning of [Section 302] of ERISA or Section 412 of the Code or [Section 302] of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code has been incurred,Code), whether or not waived, andhas occurred or is reasonably expected to occur, # the fair market value of the assets ofunder each such plan (excluding for these purposes accrued but unpaid contributions) equals orPlan exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions, other than,Plan (determined based on those assumptions used to fund such Plan), and # neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the caseordinary course) in respect of [(i), (ii)a Plan (including a “multiemployer plan,” within the meaning of [Section 4001(c)(3)] of ERISA); and (iii) above], as# 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 not have a Material Adverse Effect.cause the loss of such qualification.

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