FUNDING OBJECTIVE OF SECTION 222 OF THE UK PENSIONS ACT 2004 OR HAS IN PLACE A
RECOVERY PLAN THAT SATISFIES THE REQUIREMENTS OF SECTION 226 OF THE UK PENSIONS
ACT 2004.
(D)
EXCEPT AS, IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT, (I) ALL EMPLOYER AND EMPLOYEE CONTRIBUTIONS
(INCLUDING INSURANCE PREMIUMS) REQUIRED BY APPLICABLE LAW OR BY THE TERMS OF ANY
FOREIGN BENEFIT ARRANGEMENT OR FOREIGN PLAN (INCLUDING ANY POLICY HELD
THEREUNDER) HAVE BEEN MADE, OR, IF APPLICABLE, ACCRUED IN ACCORDANCE WITH NORMAL
ACCOUNTING PRACTICES; (II) OTHER THAN IN RELATION TO THE UK PENSION SCHEME, THE
ACCRUED BENEFIT OBLIGATIONS OF EACH FOREIGN PLAN (BASED ON THOSE ASSUMPTIONS
USED TO FUND SUCH FOREIGN PLAN) WITH RESPECT TO ALL CURRENT AND FORMER
PARTICIPANTS DO NOT EXCEED THE ASSETS OF SUCH FOREIGN PLAN; (III) EACH FOREIGN
PLAN THAT IS REQUIRED TO BE REGISTERED HAS BEEN REGISTERED AND HAS BEEN
MAINTAINED IN GOOD STANDING WITH APPLICABLE REGULATORY
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AUTHORITIES; AND (IV) EACH SUCH FOREIGN BENEFIT ARRANGEMENT AND FOREIGN PLAN IS
IN COMPLIANCE (A) WITH ALL MATERIAL PROVISIONS OF APPLICABLE LAW AND ALL
MATERIAL APPLICABLE REGULATIONS AND REGULATORY REQUIREMENTS (WHETHER
DISCRETIONARY OR OTHERWISE) AND PUBLISHED INTERPRETATIONS THEREUNDER WITH
RESPECT TO SUCH FOREIGN BENEFIT ARRANGEMENT OR FOREIGN PLAN AND (B) WITH THE
TERMS OF SUCH PLAN OR ARRANGEMENT.
(E)
ALL PENSION SCHEMES OPERATED OR MAINTAINED FOR THE BENEFIT OF A
LOAN PARTY COMPLY WITH ALL PROVISIONS OF THE RELEVANT LAW AND EMPLOY REASONABLE
ACTUARIAL ASSUMPTIONS.
OTHER THAN IN RELATION TO THE UK PENSION SCHEME AND
OTHER THAN AS SET FORTH ON SCHEDULE 3.10, NO LOAN PARTY HAS ANY UNSATISFIED
LIABILITY IN RESPECT OF ANY PENSION SCHEME AND THERE ARE NO CIRCUMSTANCES WHICH
MAY GIVE RISE TO ANY SUCH LIABILITY WHICH COULD REASONABLY BE EXPECTED TO HAVE
MATERIAL ADVERSE EFFECT.
EACH LOAN PARTY SHALL ENSURE THAT ALL PENSION SCHEMES
OPERATED BY OR MAINTAINED FOR THE BENEFIT OF A LOAN PARTY AND/OR ANY OF ITS
EMPLOYEES ARE, TO THE EXTENT REQUIRED BY APPLICABLE LAW, FUNDED OR RESERVED TO
THE EXTENT FAILURE TO DO SO (OR, WITH THE EXPIRY OF A GRACE PERIOD, THE GIVING
OF NOTICE, THE MAKING OF ANY DETERMINATION UNDER THE LOAN DOCUMENTS OR ANY
COMBINATION OF ANY OF THE FOREGOING TAKING INTO ACCOUNT ALL REMEDIES OF THE LOAN
PARTIES UNDER THE LOAN DOCUMENTS) COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
(F)
NONE OF THE CANADIAN PENSION PLANS IS A CANADIAN DB PLAN.
NO LIEN
HAS ARISEN IN RESPECT OF, OR IN CONNECTION WITH ANY CANADIAN PENSION PLAN (SAVE
FOR CONTRIBUTION AMOUNTS NOT YET DUE).
EXCEPT AS WOULD NOT BE REASONABLY
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT: (I) ALL EMPLOYER AND EMPLOYEE
PAYMENTS, CONTRIBUTIONS OR PREMIUMS TO BE REMITTED, PAID TO OR IN RESPECT OF
EACH CANADIAN PENSION PLAN OR CANADIAN BENEFIT PLAN HAVE BEEN PAID IN A TIMELY
FASHION IN ACCORDANCE WITH THE TERMS THEREOF, ANY FUNDING AGREEMENT AND ALL
APPLICABLE LAWS, (II) THERE HAVE BEEN NO IMPROPER WITHDRAWALS OR APPLICATIONS OF
THE ASSETS