Common use of PENSIONS Clause in Contracts

PENSIONS. (a) The Parent Guarantor shall ensure that all pension schemes operated by or maintained for the benefit of members of the Group and/or any of its employees are funded in accordance with the statutory funding objective under sections 221 and 222 of the Pensions ▇▇▇ ▇▇▇▇ and that no action or omission is taken by any member of the Group in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group ceasing to employ any member of such a pension scheme). (b) Except for the Defined Benefit Schemes, the Parent Guarantor shall ensure that no member of the Group is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or connected with or an associate of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employer. (c) If requested by any holder, the Parent Guarantor shall deliver to such holder at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent Guarantor), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a). (d) The Parent Guarantor shall promptly notify the holders of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (e) Each Obligor shall as soon as it becomes aware of it immediately notify the holders of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Group. (f) Each Obligor shall immediately notify the holders if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

PENSIONS. (a) The Parent Guarantor shall ensure that all pension schemes operated by or maintained for the benefit of members of the Group and/or any of its their employees are fully funded in accordance with based on the statutory funding objective under sections 221 and 222 of the Pensions ▇▇▇ ▇▇▇▇ and that no action or omission is taken by any member of the Group in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group ceasing to employ any member of such a pension scheme). (b) Except for the Defined Benefit Schemes, Innospec Limited Pension Scheme the Parent Guarantor shall ensure that no member of the Group is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or connected “connected” with or an associate “associate” of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employer. (c) If requested by any holder, the The Parent Guarantor shall deliver to such holder the Agent at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent GuarantorParent), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a)(a) above. (d) The Parent Guarantor shall promptly notify the holders Agent of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(aparagraph (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (e) Each Obligor shall as soon as it becomes aware of it immediately notify the holders Agent of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Group. (f) Each Obligor shall immediately notify the holders Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

PENSIONS. (a) The Parent Guarantor Company shall ensure that all pension schemes operated by or maintained for the benefit of members of the Group and/or any of its their employees are fully funded in accordance with based on the statutory funding objective under sections 221 and 222 of the Pensions ▇▇▇ ▇▇▇▇ or, in the case of the pension plan operated for certain employees of Interxion (Schweiz) AG, any applicable Swiss regulations and that no action or omission is taken by any member of the Group in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group ceasing to employ any member of such a pension scheme). (b) Except for the Defined Benefit Schemes, the Parent Guarantor The Company shall ensure that no member of the Group is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or connected “connected” with or an associate “associate” of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employer. For the avoidance of doubt, this paragraph (b) does not apply to the pension plan operated for certain employees of Interxion (Schweiz) AG. (c) If requested by any holder, the Parent Guarantor The Company shall deliver to such holder the Agent at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent GuarantorCompany), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a)(a) above. (d) The Parent Guarantor Company shall promptly notify the holders Agent of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(a(a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (e) Each Obligor shall as soon as it becomes aware of it immediately notify the holders Agent of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Groupit. (f) Each Obligor shall immediately notify the holders Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

PENSIONS. (a) The Parent Guarantor Company shall ensure comply and shall procure that each of its Restricted Subsidiaries complies with all applicable laws and regulations in respect of the pension schemes operated by or maintained for the benefit of members any member of the Group and/or any of its their employees are funded in accordance with the statutory funding objective under sections 221 and 222 of the Pensions ▇▇▇ ▇▇▇▇ and that no action or omission is taken by any member of the Group in relation where failure to such a pension scheme which do so has or is reasonably likely to have a Material Adverse Effect (includingEffect. The Company, without limitationeach of its Subsidiaries and each of their respective ERISA Affiliates shall comply with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, the termination or commencement of winding-up proceedings of any and shall perform all their obligations under each Employee Benefit Plan. No ERISA Event will occur that, when taken together with all other such pension scheme or any member of the Group ceasing ERISA Events, could reasonably be expected to employ any member of such result in a pension scheme)Material Adverse Effect. (b) Except for the Defined Benefit Schemes, the Parent Guarantor The Company shall ensure that no member neither it nor any of the Group is or has been at any time its Restricted Subsidiaries becomes an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) ), or becomes connected or associated with the employer (as those terms are used in sections 38 or 43 of the Pensions Act 2004), of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) ), other than the Pension Schemes or connected with or any pension scheme in respect of which a Restricted Subsidiary is an associate employer where the existence of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employerpension scheme would not be reasonable likely to have a Material Adverse Effect. (c) If requested by any holder, the Parent Guarantor shall deliver to such holder at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent Guarantor), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a). (d) The Parent Guarantor Company shall promptly notify the holders Agent of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(a(a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (ed) Each Obligor shall as soon as it becomes aware of it immediately notify the holders Agent of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Groupit. (fe) Each Obligor shall immediately notify the holders Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

PENSIONS. (a) The Parent Guarantor shall ensure that all pension schemes operated by or maintained for Subject to the benefit of members Municipal Rules of the Group and/or any Public Sector Pension Plans Act, the Employer agrees to participate as to ½ (one-half) of its employees are funded the cost determined by the Commissioner of Municipal Superannuation to extend the pensionable service of a member covered by this Agreement up to a maximum of 1 (one) year. It is understood that this extension shall represent that period of time served by the member in accordance a probationary capacity as a Police Officer with the statutory funding objective under sections 221 Department and 222 of the Pensions ▇▇▇ ▇▇▇▇ and that no action or omission is taken by any member of the Group in relation to such a pension scheme which has or is reasonably likely not heretofore been considered as pensionable service. This benefit shall be subject to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group ceasing to employ any member of such a pension scheme).following conditions: (bi) Except for only a member with a vested interest in the Defined Benefit Schemes, Public Service Pension Plan who has reached the Parent Guarantor shall ensure that no member minimum age of the Group is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms retirement as defined in the Public Sector Pension Schemes Plans Act 1993) or connected with or an associate of (as those terms are used in sections 38 or 43 a member who qualifies for a disability allowance under the Municipal Rules of the Pensions Public Sector Pension Plans Act 2004shall be eligible; and (ii) a member who is eligible hereunder by reason of their qualification for a disability allowance and wishes to take advantage of this benefit shall notify the Employer of their election to do so prior to terminating employment. (i) Any member who has completed 25 years of pensionable service and has attained the age of 50 years, may apply to retire with a pension which is not reduced for early retirement. In any such case the Employer agrees to contribute ½ (one-half) of the amount as determined by the Pension Corporation to be sufficient to supplement the member's pension in an employeramount equal to the amount by which the member's pension would have been reduced by early retirement of the member and the member shall pay the remaining ½ (one-half); and (ii) any member who has attained the age of 50 years, and has completed 25 years of service with the Employer, but who has completed less than 25 years of pensionable service, may extend their pensionable service up to a maximum of one year pursuant to the terms and conditions set forth in Section 13(a) of this Agreement, and may thereupon become eligible for the benefit contained in Section 13(b)(i). (c) If requested by any holderEffective 2003 July 28, members who do not qualify for the benefit under Section 13(a) may make arrangements prior to April 2007 to purchase the full amount associated with the buy-back of service and, upon the member producing the receipt, the Parent Guarantor shall deliver Employer agrees to such holder at such times reimburse the member fifty percent (50%) of the purchase cost as those reports are prepared in order to comply with stipulated by the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent Guarantor), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a). (d) The Parent Guarantor shall promptly notify the holders of any material change Pension Corporation. This payment will be made in the rate of contributions to any pension schemes mentioned year in Section 9.23(a) above paid or recommended to be paid (whether by which the scheme actuary or otherwise) or required (by law or otherwise)member reaches minimum retirement age. (e) Each Obligor shall as soon as it becomes aware of it immediately notify the holders of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Group. (f) Each Obligor shall immediately notify the holders if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

PENSIONS. (a) 22.21.1 The Parent Guarantor Borrower shall ensure that all pension schemes operated by or maintained for the benefit of members of the Group incorporated in the United Kingdom and/or any of its their employees are funded in accordance with the statutory funding objective under sections 221 and 222 requirements of the Pensions ▇▇▇ ▇▇▇▇ in relation to the minimum funding requirement (where the scheme is subject to the minimum funding requirement under that Act) and in accordance with the requirements of the Pensions ▇▇▇ ▇▇▇▇ in relation to the statutory funding objective (where the scheme is subject to the statutory funding objective under that Act) and that no action or omission is taken by any such member of the Group in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, including the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group ceasing to employ any such member of such a pension scheme). (b) 22.21.2 Except for the Defined Benefit Schemespension schemes (if any) for the time being operated by the Borrower or in which it participates, the Parent Guarantor Borrower shall ensure that no member of the Group incorporated in the United Kingdom is or has been at any time an employer (for the purposes of sections Sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or connected “connected” with or an associate “associate” of (as those terms are used under in sections 38 Sections 39 or 43 of the Pensions Act 2004) such an employer. (c) If requested by any holder, the Parent Guarantor 22.21.3 The Borrower shall deliver to such holder the Agent at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent GuarantorBorrower), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a)Clause 22.21.1 above. (d) 22.21.4 The Parent Guarantor Borrower shall promptly notify the holders Agent of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(a) Clause 22.21.1 above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (e) Each Obligor shall as soon as it becomes aware of it immediately notify the holders of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Group. (f) Each Obligor shall immediately notify the holders if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

PENSIONS. (a1) The Parent Guarantor shall ensure Ensure that all any pension schemes operated by or maintained for the benefit of members of Holdings, the Group Borrowers and the Restricted Subsidiaries and/or any of its their employees are fully funded to the extent required by applicable law where failure to do so would reasonably be expected to have a Material Adverse Effect. (2) Ensure that none of the Canadian Subsidiaries shall maintain, administer, contribute or have any liability in accordance respect of any Canadian Defined Benefit Plan; provided that nothing in this clause (2) shall restrict Holdings or any Restricted Subsidiary from acquiring an interest in any Person in a transaction otherwise permitted hereunder notwithstanding that such Person sponsors, maintains, administers or contributes to, or has any liability in respect of, any Canadian Defined Benefit Plan governed by Pension Benefits Act (Ontario). (3) Except with respect to the Specified UK Plans, ensure that, where required by applicable law, all pension schemes operated by or maintained for its benefit and/or any of the employees of any U.K. Loan Party are fully funded based on the statutory funding objective under sections 221 and 222 of the Pensions ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or have a recovery plan in place with the intention of reaching fully funded status (and will make such contributions in full as they fall due under such recovery plan), and that no action or omission is taken by any member of the Group U.K. Loan Party in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, including the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group a U.K. Loan Party ceasing to employ any member of such a pension scheme). (b4) Except for Deliver to the Defined Benefit Schemes, the Parent Guarantor shall ensure that no member of the Group is or has been at any time an employer Administrative Agent: (for the purposes of sections 38 to 51 of the Pensions Act 2004i) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or connected with or an associate of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employer. (c) If requested by any holder, the Parent Guarantor shall deliver to such holder at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent Guarantor)U.K. Loan Parties) and (ii) at any other time if the Administrative Agent reasonably believes that any relevant statutory or auditing requirements are not being complied with, the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a)paragraph (3) above. (d5) The Parent Guarantor shall promptly Promptly notify the holders Administrative Agent of any material change in the rate of contributions to any pension schemes scheme mentioned in Section 9.23(aparagraph (3) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (e) Each Obligor shall as soon as it becomes aware of it immediately notify the holders of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Group. (f) Each Obligor shall immediately notify the holders if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

PENSIONS. (a) The Parent Guarantor shall ensure that all pension schemes operated by or maintained for the benefit of members of the Group and/or any of its employees are funded in accordance with the statutory funding objective under sections 221 and 222 of the Pensions ▇▇▇ ▇▇▇▇ and that no action or omission is taken by any member of the Group in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group ceasing to employ any member of such a pension scheme). (b) Except for the Defined Benefit Schemes, the Parent Guarantor shall ensure that no member of the Group is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or connected with or an associate of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employer. (c) If requested by any holder, the Parent Guarantor shall deliver to such holder at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent Guarantor), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a). (d) The Parent Guarantor shall promptly notify the holders of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (e) Each Obligor shall as soon as it becomes aware of it immediately notify the holders of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of issues a Financial Support Direction or a Contribution Notice to any member Parent Company or subsidiary thereof imposing liability on one or more Borrowers in an aggregate amount which has or would reasonably be expected to have a Material Adverse Effect. then, and in every such event (other than an event with respect to a Borrower (other than the Borrower Representative, to the extent such event does not arise under a Debtor Relief Law of the Group. U.S.) described in clause (f) Each Obligor or (g) of this Article) and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower Representative, take any of the following actions, at the same or different times: (i) terminate the Revolving Credit Commitments, or any Additional Commitments, and thereupon such Commitments and/or Additional Commitments shall immediately notify terminate immediately, (ii) declare the holders if it receives Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers and (iii) require that the Borrowers deposit in the LC Collateral Account an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 102% of the relevant face amount) of the then outstanding LC Exposure (minus the amount then on deposit in the LC Collateral Account); provided that upon the occurrence of an event with respect to a Financial Support Direction Borrower (other than the Borrower Representative, to the extent such event does not arise under a Debtor Relief Law of the U.S.) described in clause (f) or a Contribution Notice from (g) of this Article, any such Commitments and/or Additional Commitments shall automatically terminate and the Pensions Regulatorprincipal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers, and the obligation of the Borrowers to Cash collateralize the outstanding Letters of Credit as aforesaid shall automatically become effective, in each case without further action of the Administrative Agent or any Lender. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC or any other applicable law.

PENSIONS. (a) The Parent Guarantor Borrower shall ensure comply and shall procure that each of the Restricted Subsidiaries complies with all applicable law and regulation in respect of the pension schemes and arrangements operated by or maintained or required to be operated by or maintained for the benefit of members any member of the Restricted Group and/or any of its their employees are funded in accordance with the statutory funding objective under sections 221 and 222 of the Pensions ▇▇▇ ▇▇▇▇ and that no action or omission is taken by any member of the Group in relation where failure to such a pension scheme which do so has or is reasonably likely to have a Material Adverse Effect (includingEffect. Without limitation to the foregoing, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any each member of the Restricted Group ceasing and each of its ERISA Affiliates shall be in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to employ any member of each Employee Benefit Plan, and shall perform all their material obligations under each Employee Benefit Plan. No ERISA Event will occur that, when taken together with all other such ERISA Events, would reasonably be expected to result in a pension scheme)Material Adverse Effect. (b) Except for the Defined Benefit Schemes, the Parent Guarantor shall ensure that no member neither it nor any of the Group is or has been at any time Restricted Subsidiaries becomes an employer (for the purposes of sections 38 to 51 56 of the Pensions Act 2004) ), or, so far as within Borrower’s control, becomes connected or associated with the employer (as those terms are used in sections 38 to 56 of the Pensions Act 2004), of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or connected with or an associate of (as those terms are used in sections 38 or 43 of ), other than the Pensions Act 2004) such an employerPension Schemes. (c) If requested by any holder, Borrower shall (and Parent shall ensure that each member of the Parent Guarantor shall deliver to such holder at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent Guarantor), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a). (dRestricted Group will) The Parent Guarantor shall promptly notify the holders Administrative Agents of any material change in the rate of contributions to any pension schemes or arrangements mentioned in Section 9.23(aclause (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (ed) Each Obligor Credit Party shall as soon as it becomes aware (and Parent shall ensure that each member of it immediately the Restricted Group will) promptly notify the holders Administrative Agents of any investigation or proposed investigation by the Pensions Regulator which may is likely to lead to the issue of a Financial Support Direction or a Contribution Notice to any it. (e) Each Credit Party shall (and Parent shall ensure that each member of the Group. (fRestricted Group will) Each Obligor shall immediately promptly notify the holders Administrative Agents if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator. (f) (i) Promptly upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, each Credit Party shall immediately deliver a written notice to Administrative Agents, specifying the nature thereof, what action such Credit Party, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, copies of (1) if requested by either Administrative Agent, each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by such Credit Party, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan, and (2) all notices received by such Credit Party, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event.

PENSIONS. (a) The Parent Guarantor shall ensure that all pension schemes operated by or maintained for In the benefit case of members of the Group and/or any of its employees are funded in accordance with the statutory funding objective under sections 221 and 222 of the Pensions ▇▇▇ ▇▇▇▇ and UK Subsidiaries: (i) Ensure that no action or omission is taken by any member of the Group Member in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group Member ceasing to employ any member of such a pension scheme). (bii) Except for the Defined Benefit SchemesOther than as set forth on Schedule 6.13, the Parent Guarantor shall ensure that no member of the Group is or has been at any time Member becomes an employer (for the purposes of sections Sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or connected “connected” with or an associate “associate” of (as those terms are used under in sections 38 Sections 39 or 43 of the Pensions Act 2004) such an employer. (ciii) If requested by any holder, Deliver to the Parent Guarantor shall deliver to such holder Administrative Agent at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent GuarantorHoldings or its Subsidiaries), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a)clause (a) above. (div) The Parent Guarantor shall promptly Promptly notify the holders Administrative Agent of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(aclause (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (ev) Each Obligor shall as soon as it becomes aware of it immediately Immediately notify the holders Administrative Agent of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the GroupGroup Member. (fvi) Each Obligor shall immediately Immediately notify the holders Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator. (b) In the case of any Canadian Subsidiaries (to the extent any Canadian Pension Plans exist): (i) Ensure that, for each Canadian Pension Plan, each Canadian Subsidiary complies, in a timely fashion, with and perform in all material respects all of its obligations under and in respect of such Canadian Pension Plan, including under any funding agreements and all applicable Requirements of Law (including any fiduciary, funding, investment and administration obligations). (ii) Ensure that all employer or employee payments, contributions or premiums required to be remitted, paid to or in respect of each Canadian Pension Plan are paid or remitted by the Canadian Subsidiaries in a timely fashion in accordance with the terms thereof, any funding agreements and all Requirements of Law. (iii) Deliver to the Administrative Agent (A) if reasonably requested by the Administrative Agent, copies of each annual and other return, report or valuation with respect to each Canadian Pension Plan as filed with any applicable Governmental Authority; (B) promptly after receipt thereof, a copy of any direction, order, notice, ruling or opinion that any Canadian Subsidiary may receive from any applicable Governmental Authority with respect to any Canadian Pension Plan; and (C) notification within thirty days of the establishment of any Canadian Pension Plan, or the commencement of contributions to any such plan to which such Canadian Subsidiary was not previously contributing.

PENSIONS. (a) The Parent Guarantor Company shall ensure comply and shall procure that each of its Restricted Subsidiaries complies with all applicable laws and regulations in respect of the pension schemes operated by or maintained for the benefit of members any member of the Group and/or any of its their employees are funded in accordance with the statutory funding objective under sections 221 and 222 of the Pensions ▇▇▇ ▇▇▇▇ and that no action or omission is taken by any member of the Group in relation where failure to such a pension scheme which do so has or is reasonably likely to have a Material Adverse Effect (includingEffect. The Company, without limitationeach of its Subsidiaries and each of their respective ERISA Affiliates shall comply with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, the termination or commencement of winding-up proceedings of any and shall perform all their obligations under each Employee Benefit Plan. No ERISA Event will occur that, when taken together with all other such pension scheme or any member of the Group ceasing ERISA Events, could reasonably be expected to employ any member of such result in a pension scheme)Material Adverse Effect. (b) Except for the Defined Benefit Schemes, the Parent Guarantor The Company shall ensure that no member neither it nor any of the Group is or has been at any time its Restricted Subsidiaries becomes an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) ), or becomes connected or associated with the employer (as those terms are used in sections 38 or 43 of the Pensions Act 2004), of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) ), other than the Pension Schemes or connected with or any pension scheme in respect of which a Restricted Subsidiary is an associate employer where the existence of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employerpension scheme would not be reasonable likely to have a Material Adverse Effect. (c) If requested by any holder, the Parent Guarantor shall deliver to such holder at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent Guarantor), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a). (d) The Parent Guarantor Company shall promptly notify the holders Agent of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(a(a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (ed) Each Obligor shall as soon as it becomes aware of it immediately notify the holders Agent of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Groupit. (fe) Each Obligor shall immediately notify the holders Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator. (f) (i) Promptly upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, each Obligor shall immediately deliver a written notice to the Agent, specifying the nature thereof, what action such Obligor, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the United States Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, copies of (1) if requested by the Agent, each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by such Obligor, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan, and (2) all notices received by such Obligor, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event.

PENSIONS. (a) The Parent Guarantor shall ensure that all pension schemes operated by or maintained for the benefit of members of the Group and/or any of its employees are funded in accordance with the statutory funding objective under sections 221 and 222 of the Pensions ▇▇▇ ▇▇▇▇ and that no action or omission is taken by any member of the Group in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group ceasing to employ any member of such a pension scheme). (b) Except for the Defined Benefit Schemes, the Parent Guarantor shall ensure that no member of the Group is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or connected with or an associate of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employer. (c) If requested by any holder, the Parent Guarantor shall deliver to such holder at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent Guarantor), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a). (d) The Parent Guarantor shall promptly notify the holders of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (e) Each Obligor shall as soon as it becomes aware of it immediately notify the holders of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of issues a Financial Support Direction or a Contribution Notice to any member Parent Company or subsidiary thereof imposing liability on one or more Borrowers in an aggregate amount which has or would reasonably be expected to have a Material Adverse Effect; then, and in every such event (other than an event with respect to a Borrower (other than the Borrower Representative, to the extent such event does not arise under a Debtor Relief Law of the Group. U.S.) described in clause (f) Each Obligor or (g) of this Article) and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower Representative, take any of the following actions, at the same or different times: (i) terminate the Revolving Credit Commitments, or any Additional Commitments, and thereupon such Commitments and/or Additional Commitments shall immediately notify terminate immediately, (ii) declare the holders if it receives Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers and (iii) require that the Borrowers deposit in the LC Collateral Account an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 102% of the relevant face amount) of the then outstanding LC Exposure (minus the amount then on deposit in the LC Collateral Account); provided that upon the occurrence of an event with respect to a Financial Support Direction Borrower (other than the Borrower Representative, to the extent such event does not arise under a Debtor Relief Law of the U.S.) described in clause (f) or a Contribution Notice from (g) of this Article, any such Commitments and/or Additional Commitments shall automatically terminate and the Pensions Regulatorprincipal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers, and the obligation of the Borrowers to Cash collateralize the outstanding Letters of Credit as aforesaid shall automatically become effective, in each case without further action of the Administrative Agent or any Lender. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC or any other applicable law.

PENSIONS. (a) The Parent Guarantor Luxco shall ensure that all pension schemes operated by or maintained for the benefit of members of the Group it or its Subsidiaries and/or any of its or their employees (as the case may be) are fully funded in accordance with based on the minimum funding requirement under Section 56 of the United Kingdom Pensions Act 1995 or the statutory funding objective under sections 221 and Section 222 of the United Kingdom Pensions ▇▇▇ ▇▇▇▇ Act 2004 and that no action or omission is taken by either Luxco or any member of the Group its Subsidiaries in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or Luxco or any member of the Group its Subsidiaries ceasing to employ any member of such a pension scheme). (b) Except for the Defined Benefit SchemesTensar International Limited Retirement Benefits Plan (1976), the Parent Guarantor Luxco shall ensure that no member neither it nor any of the Group its Subsidiaries is or has been at any time an employer (for the purposes of sections Sections 38 to 51 of the United Kingdom Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the United Kingdom Pension Schemes Act 1993) or connected “connected” with or an associate “associate” of (as those terms are used under in sections 38 Sections 39 or 43 of the United Kingdom Pensions Act 2004) such an employer. (c) If requested by any holder, the Parent Guarantor Luxco shall deliver to such holder the Administrative Agent at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent GuarantorLuxco), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a)(a) above. (d) The Parent Guarantor Luxco shall promptly notify the holders Administrative Agent of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(a(a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (e) Each Obligor Luxco shall as soon as it becomes aware of it immediately notify the holders Administrative Agent of any investigation or proposed investigation by the UK Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to it or any member of the Groupits Subsidiaries. (f) Each Obligor Luxco shall immediately notify the holders Administrative Agent if it or any of its Subsidiaries receives a Financial Support Direction or a Contribution Notice from the UK Pensions Regulator.. Schedule 3, Affirmative Covenants

PENSIONS. (a) The Parent Guarantor shall ensure that all pension schemes operated by or maintained for the benefit of members Subject to Section 9(1) of the Group and/or any Pension (Municipal) Act R.S.B.C. 1979 c. 317 the Employer agrees to participate as to ½ (one-half) of its employees are funded the cost determined by the Commissioner of Municipal Superannuation to extend the pensionable service of an employee covered by this Agreement up to a maximum of 1 (one) year. It is understood that this extension shall represent that period of time served by the employee in accordance a probationary capacity as a Police Officer with the statutory funding objective under sections 221 Department and 222 of the Pensions ▇▇▇ ▇▇▇▇ and that no action or omission is taken by any member of the Group in relation to such a pension scheme which has or is reasonably likely not heretofore been considered as pensionable service. This benefit shall be subject to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group ceasing to employ any member of such a pension scheme).following conditions: (bi) Except for only an employee with a vested interest in the Defined Benefit Schemes, Municipal Superannuation Plan who has reached the Parent Guarantor shall ensure that no member minimum age of the Group is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms retirement as defined in the Pension Schemes (Municipal) Act 1993) or connected with or an associate of (as those terms are used in sections 38 or 43 employee who qualifies for a disability allowance under Section 14 of the Pensions Pension (Municipal) Act 2004) such an employer.shall be eligible; and (cii) If requested an employee who is eligible hereunder by reason of qualification for a disability allowance and wishes to take advantage of this benefit shall notify the Employer of such employee's election to do so prior to terminating employment.‌‌ (i) Any employee who has completed 25 years of pensionable service and has attained the age of 50 years, may apply to retire with a pension which is not reduced for early retirement. In any holdersuch case the Employer agrees to contribute ½ (one-half) of the amount as determined by the Commissioner of Municipal Superannuation to be sufficient to supple- ment the employee's pension in an amount equal to the amount by which the employee's pension would have been reduced by early retirement of the employee and the employee shall pay the remaining ½ (one-half); and (ii) Any employee who has attained the age of 50 years, the Parent Guarantor shall deliver to such holder at such times as those reports are prepared in order to comply and has completed 25 years of service with the then current statutory Employer, but who has completed less than 25 years of pensionable service, may extend his or auditing requirements (as applicable either her pensionable service up to a maximum of one year pursuant to the trustees terms and con- ditions set forth in paragraph 13(a) of any relevant schemes or to this Agreement, and may thereupon become eligible for the Parent Guarantor), the actuarial reports benefit contained in relation to all pension schemes mentioned in Section 9.23(asub-paragraph 13(b)(i). (d) The Parent Guarantor shall promptly notify the holders of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (e) Each Obligor shall as soon as it becomes aware of it immediately notify the holders of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Group. (f) Each Obligor shall immediately notify the holders if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

PENSIONS. During such time as BE, the Issuer or the Borrower is the Principal Employer of the BEC Group, BE, the Issuer or the Borrower (as the case may be): (a) The Parent Guarantor shall ensure that all pension schemes operated by or maintained for fails to operate the benefit of members of the BEC Group and/or any of its employees are funded in accordance with its governing documentation and all laws and all Inland Revenue requirements; (b) without the statutory funding objective written consent of the Agent (not to be unreasonably withheld or delayed): (i) ceases to be the Principal Employer of the BEC Group (save that it shall not be an Event of Default for the Borrower or the Issuer to be substituted for BE, or for the Borrower to be substituted for the Issuer, as the Principal Employer of the BEC Group); or (ii) admits any other employer to participation in the BEC Group (save that it shall not be an Event of Default for the Issuer to be admitted to participation in the BEC Group); or (iii) acts or omits to do anything in its power that may result in a debt owing by the Borrower under sections 221 and 222 section 75 of the Pensions ▇▇▇ ▇▇▇▇ and that no action or omission is taken by any member of the Group in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group ceasing to employ any member of such a pension scheme). (b) Except for the Defined Benefit Schemes, the Parent Guarantor shall ensure that no member of the Group is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or connected with or an associate of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employer. (c) If requested by any holder, the Parent Guarantor shall deliver to such holder at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of the BEC Group; or prejudice the Inland Revenue approval of the BEC Group; or result in a material increase in the liabilities or a material reduction in the funding level under the BEC Group; (iv) fails to ensure that all lump sum benefits payable in the event of the death of a member in service are fully insured at all times with a reputable and authorised insurer; and (v) fails to make such arrangements as are necessary to deal with any relevant schemes funding deficit following an actuarial valuation of the BEC Group so that contributions payable in respect of the deficit are spread over a period not exceeding 20 years (or to such shorter period as may be certified by the Parent GuarantorBEC Group actuary as the maximum permitted period), in each case, such event (i) has a Material Adverse Effect; and (ii) if capable of remedy is not remedied within 60 days after the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a). (d) The Parent Guarantor shall promptly notify earlier of the holders Borrower becoming aware of any material change in such default and receipt by the rate Borrower of contributions to any pension schemes mentioned in Section 9.23(a) above paid or recommended written notice from the Agent requiring the default to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise)remedied. (e) Each Obligor shall as soon as it becomes aware of it immediately notify the holders of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Group. (f) Each Obligor shall immediately notify the holders if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

PENSIONS. Commencement Date until such termination of employment. The Contractor undertakes with the Council that:- 18.10.1 the Contractor will or will procure that the Service Provider or its subcontractors will enter into an admission agreement, pursuant to the Local Government Pension Scheme (aScotland) The Parent Guarantor shall ensure that Regulations 1998 (as amended) (the "LGPS Regulations"), with the Council and the City of Edinburgh Council, as the administering authority of the Lothian Pension Fund, to provide access for all pension schemes operated by or maintained for Transferred Employees to the benefit Local Government Pension Scheme (Scotland) (the "Local Government Pension Scheme") on and from the Section 1 Service Commencement Date; 18.10.2 the admission agreement referred to in clause 18.10.1 will satisfy the requirements of Regulation 4(6) of the LGPS Regulations; 18.10.3 the Contractor will procure that, subject to the subsistence of the admission agreement referred to in clause 18.10.1, the terms thereof and the eligibility requirements of the LGPS Regulations being satisfied and continuing to be satisfied, each of the Transferred Employees will, with effect on and from the Section 1 Service Commencement Date, be entitled to be members of the Group and/or Local Government Pension Scheme for service with the Contractor or the Service Provider or its subcontractors during the subsistence of this Agreement; 18.10.4 in the event that the admission agreement referred to in clause 18.10.1 is not entered into at the Section 1 Service Commencement Date or is terminated prior to the Termination Date, the Contractor will procure the provision of an alternative scheme which will provide retirement and death benefits in respect of each of the Transferred Employees who were members of or entitled to join the Local Government Pension Scheme that are of broadly comparable overall value (as certified by the Government Actuary’s Department or such other actuary appointed by the Council) to the benefits which would have been provided under the Local Government Pension Scheme for and in respect of each such Transferred Employee had they remained or elected to become members of the Local Government Pension Scheme with an entitlement to accrue benefits (the "Broadly Comparable Scheme"); 18.10.5 during the subsistence of this Agreement, in the event that a Transferred Employee retires from service with the Contractor or the Service Provider on or after age 50 on the grounds of redundancy or in the interests of efficiency, the Contractor will procure that such Transferred Employee will be entitled to the immediate payment of any pension and cash lump sum available to him under the Local Government Pension Scheme or the Broadly Comparable Scheme which pension and lump sum will not be subject to any actuarial reduction for early payment; 18.10.6 the Contractor will or will procure that the Service Provider or its subcontractors will, during the subsistence of its employees are funded this Agreement, replicate and provide for and in respect of the Transferred Employees the discretionary benefits provided by the Council immediately prior to the Section 1 Service Commencement Date under the Local Government (Discretionary Payments and Injury Benefits) (Scotland) Regulations 1998 (as amended), full details of which have been disclosed to the Contractor; 18.10.7 the Contractor and the Council agree that the benefits described in clauses 18.10.5 and 18.10.6 shall be deemed to form part of the Transferred Employees’ contractual conditions of employment with the Council, which will be subject to the application of the TUPE Regulations, whether or not, in the absence of this provision, they would otherwise be subject to the TUPE Regulations; 18.10.8 in the event that the Contractor provides or procures the provision of a Broadly Comparable Scheme, pursuant to clause 18.10.4, the Contractor and the Council agree that the Contractor shall obtain the written consent of such Transferred Employees who wish to transfer their accrued rights under the Local Government Pension Scheme to the Broadly Comparable Scheme and, provided that two or more Transferred Employees consent to such a transfer, the Contractor agrees or shall procure agreement that any such transfer shall be made in accordance with the statutory funding objective under sections 221 and 222 Regulation 119 of the Pensions ▇▇▇ ▇▇▇▇ and Local Government Pension Scheme (Scotland) Regulations 1998 (as amended); 18.10.9 in the event that no action or omission is taken by any member of the Group in relation Transferred Employees transfers back to such the Council or to a pension scheme which has different contractor, either following a Cessation of Services or is reasonably likely to have a Material Adverse Effect (including, without limitationon the Contract Expiry Date or the Termination Date, the termination Council and the Contractor agree that any transfer to the Local Government Pension Scheme or commencement of winding-up proceedings a different contractor's scheme of any such pension scheme accrued rights under the Broadly Comparable Scheme or, as the case may be, the Local Government Pension Scheme in respect of two or any member more of the Group ceasing to employ any member of such Transferred Employees shall be made on no less favourable a pension scheme). (b) Except for basis than the Defined Benefit Schemesongoing funding basis adopted by the Broadly Comparable Scheme or, as the case may be, the Parent Guarantor shall ensure that no member of the Group is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Local Government Pension Schemes Act 1993) or connected with or an associate of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employerScheme. (c) If requested by any holder, the Parent Guarantor shall deliver to such holder at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent Guarantor), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a). (d) The Parent Guarantor shall promptly notify the holders of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (e) Each Obligor shall as soon as it becomes aware of it immediately notify the holders of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Group. (f) Each Obligor shall immediately notify the holders if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

PENSIONS. (a) The Parent Guarantor shall ensure that all 24.1 Other than the pension schemes operated by which have been disclosed to the Purchasers in the Data Room (the “Pension Schemes”) the French TFR, the Italian TFR and any state schemes including, but not limited to, any mandatory pension, retirement, death and invalidity schemes (together the “State Schemes”), there is no obligation, agreement or maintained for arrangement (whether funded or unfunded) to which the benefit of members of the Group and/or any of its employees are funded in accordance with the statutory funding objective under sections 221 and 222 of the Pensions ▇▇▇ ▇▇▇▇ and that no action Company, Seller or omission is taken by any other member of the Retained Group (as the case may be) in relation respect of the IWC Business contributes or may become liable to such a pension scheme contribute under or participate in which has benefits of any kind are payable to or is reasonably likely to have a Material Adverse Effect in respect of the Assumed Employees, or for the widow, widower, child or dependant of any Assumed Employee on retirement (including, without limitationwhether at or after normal retirement date or on early retirement by reason of incapacity or death) and neither the Company, the termination or commencement of winding-up proceedings of any such pension scheme Seller or any member of the Retained Group ceasing will enter into such arrangement which will bind the Purchaser on or following Completion. 24.2 So far as the Seller is aware, the Pension Schemes have at all times complied with and been duly administered in all material respects in accordance with all applicable laws, regulations and requirements. 24.3 All contributions and premiums due under the Pension Schemes and the State Schemes in relation to employ any Assumed Employee and all contributions due from any Assumed Employees payable by way of payroll, which fall due for payment before the date of this Agreement have been paid within such period as was and is necessary to ensure that no penalties or interest are incurred in respect of those premiums and contributions and that no insurer or an insurance policy which insures benefits of the Assumed Employees may avoid liability under that policy as a result of the late payment of any such premiums or contributions. 24.4 The Companies have in all material respects complied with all applicable legislation which requires them to provide any benefit of a kind described in sub-clause 24.1 above. 24.5 None of the Pension Schemes, the Companies, the Sellers or any member of such a pension scheme). the Retained Group (bas the case may be) Except for is engaged or involved in any material proceedings which relate to or are in connection with the Defined Benefit Pension Schemes, the Parent Guarantor shall ensure that State Schemes or the benefits thereunder in respect of any Assumed Employee and so far as the Sellers are aware there are no such proceedings pending or threatened or any facts likely to give rise to such proceedings. So far as the Sellers are aware, no notice has been received by the Companies, the Sellers or any member of the Retained Group is or has been at (as the case may be), in relation to any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004Pension Schemes, the State Schemes or the benefits thereunder, of any current material actions, suits or claims (other than routine claims for benefits) before any court. In this sub-clause 24.5, “proceedings” includes any litigation or arbitration and also includes any investigation or determination by any government or regulatory institution, any notice or order issued or threatened by such institution or any complaint under any internal dispute resolution procedure established in connection with the Pension Schemes. 24.6 Neither the Companies, the Sellers or any member of the Retained Group (as the case may be) has given any legally enforceable undertaking or assurance as to the continuance, introduction, improvement or increase of any benefit of a kind described in sub-clause 24.1 above, or as to the rights of any Assumed Employee or any widow, widower, child or dependant of any Assumed Employee to receive such benefits which will bind any of the Purchasers on or following Completion. 24.7 Neither the Companies, the Sellers or any member of the Retained Group (as the case may be) in respect of the IWC Business has, in relation to the Assumed AS European IWC Employees, been involved in any transaction to which the Transfer of Undertakings (Protection of Employment) Regulations 1981 or 2006, as applicable, apply where the Assumed AS European IWC Employees had the right to membership of an occupational pension scheme arrangement that provided some benefits that were available other than at old age, invalidity or death which is not has resulted in such employees being entitled to such equivalent rights as a money purchase scheme result of the operation of the Transfer of Undertakings (both terms Protection of Employment) Regulations 1981 or 2006, as defined in applicable to which the Purchaser will become subject. 24.8 The present rates of contributions and premiums to the Pension Schemes Act 1993) made by or connected with on behalf of employers and employees have been provided in the Data Room or an associate of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employer. (c) If requested by any holder, the Parent Guarantor shall deliver to such holder at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either will be provided to the trustees Buyer no later than Completion and no increase in the rates of any relevant schemes or contribution to the Parent Guarantor), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a). (d) The Parent Guarantor shall promptly notify the holders of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(a) above paid or recommended to be paid (whether Pension Schemes by the scheme actuary Companies, Sellers or otherwise) or required (by law or otherwise). (e) Each Obligor shall as soon as it becomes aware of it immediately notify the holders of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the GroupRetained Group (as the case may be) for any Assumed Employee is agreed or proposed or advised or envisaged (other than as required by any applicable laws or regulations) to the extent that it will be legally binding on any of the Purchasers on or following Completion. 24.9 Other than under the Arch Pension Plan in the US, the ▇▇▇▇▇▇▇ Limited Group Pension Plan in the UK, the ▇▇▇▇▇▇▇ Limited Senior Employee Pension Scheme in the UK, the Arch Chemicals BV Employee Benefits Plan in Ireland (fthe “Defined Benefit Plans”) Each Obligor shall immediately notify and the holders if it receives State Schemes, none of the Assumed Employees are accruing benefits calculated in accordance with a Financial Support Direction formula which takes account of the service of the employee to retirement, death or withdrawal and the present or historic remuneration of the employee (“Defined Benefits”) in respect of their employment in the Companies, the Sellers, any member of the Sellers’ Group or any member of the Retained Group. Other than under any Defined Benefit Plan or any State Scheme none of the Companies have at any time provided their employees with access to, or benefits accrued under, a Contribution Notice from pension scheme providing Defined Benefits which would give rise to any future liabilities for such Companies. 24.10 No liability for past accrual of benefits under any Defined Benefit Plan will transfer to the Pensions RegulatorPurchasers on Completion unless otherwise required by relevant laws and regulations. 24.11 All death benefits payable under the Pension Schemes or pursuant to any legally enforceable obligation are fully insured, details of which have been provided in the Data Room and the Disclosure Letter. So far as the Sellers are aware no changes to the terms and conditions of such policies have been made. The current trust deed and rules and member communications of any life assurance scheme have been provided in the Data Room.

PENSIONS. (a) The Parent Guarantor Company shall ensure that all pension schemes operated by or maintained for the benefit of members of the Group and/or any of its employees are funded in accordance with the statutory funding objective under sections 221 and 222 of the Pensions ▇▇▇ ▇▇▇▇ and that no action or omission is taken by any member of the Group in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up 10-16526587-2\13845-2639 120 proceedings of any such pension scheme or any member of the Group ceasing to employ any member of such a pension scheme). (b) Except for the Defined Benefit Schemes, the Parent Guarantor Company shall ensure that no member of the Group is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or connected with or an associate of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employer. (c) If requested by any holderrequested, the Parent Guarantor Company shall deliver to such holder the Agent at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent GuarantorCompany), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(aclause 26.21(a). (d) The Parent Guarantor Company shall promptly notify the holders Agent of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(aclause 26.21(a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (e) Each Obligor shall as soon as it becomes aware of it immediately notify the holders Agent of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Group. (f) Each Obligor shall immediately notify the holders Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator. (g) No Canadian Obligor maintains or is required to make contributions to any pension plan registered under the Income Tax Act (Canada), the Pension Benefits Act (Ontario) or any other applicable pension standards legislation which contains a “defined benefit provision”, as such term is defined in subsection 147.1(1) of the Income Tax Act (Canada). All obligations of each Canadian Obligor (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Pension Plans and the funding agreements thereunder have been performed on a timely basis except as would not have or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension plan). There are no outstanding disputes concerning the assets of any pension plan maintained by a Canadian Obligor and there have been no improper withdrawals of any assets of any pension plan maintained by a Canadian Obligor except as would not have or be reasonably likely to have a Material Adverse Effect. All assessments owed to the Pension Benefits Guarantee Fund established under the Pension Benefits Act (Ontario), or other assessments or payments required under similar legislation in any other Canadian jurisdiction have been paid when due in respect of each pension plan maintained by a Canadian Obligor except as would not have or would be reasonably likely to have a Material Adverse Effect.

PENSIONS. (a) The Parent Guarantor Company shall ensure that all pension schemes operated by or maintained for the benefit of members of the Group and/or any of its their employees are (where applicable) fully funded in accordance with based on the statutory funding objective under sections 221 and 222 of the Pensions ▇▇▇ ▇▇▇▇ or, in the case of the pension plan operated for certain employees of Interxion (Schweiz) AG, any applicable Swiss regulations and that no action or omission is taken by any member of the Group in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group ceasing to employ any member of such a pension scheme). The Company shall ensure that all pension liabilities of InterXion Deutschland GmbH are properly accounted for in accordance with the Accounting Principles. (b) Except for the Defined Benefit Schemes, the Parent Guarantor The Company shall ensure that no member of the Group is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or connected “connected” with or an associate “associate” of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employer. For the avoidance of doubt, this paragraph (b) does not apply to the pension plan operated for certain employees of Interxion (Schweiz) AG. (c) If requested by any holder, the Parent Guarantor The Company shall deliver to such holder the Agent at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent GuarantorCompany), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a)paragraph (a) above. (d) The Parent Guarantor Company shall promptly notify the holders Agent of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(aparagraph (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (e) Each Obligor shall as soon as it becomes aware of it immediately notify the holders Agent of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Groupit. (f) Each Obligor shall immediately notify the holders Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

PENSIONS. (a) Save for The Parent Guarantor shall ensure that all pension schemes operated by or maintained for Braid Systems Limited Group Personal Pension Plan ("the benefit Plan") and the WSO Directors Pension Scheme in respect of members of the Group and/or any of its employees are funded in accordance with the statutory funding objective under sections 221 and 222 of the Pensions ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ("the Executive Scheme") full particulars of which are attached to the Disclosure Letter (together "the Pension Schemes") no agreement or arrangement made by the Company exists for the provision of any relevant benefits (as defined in section 612(1) ICTA) for any person employed or formerly employed by the Company or for any person claiming through any such person and that no action except pursuant to the Pension Scheme the Company has not paid, provided or omission is taken by contributed towards any member of the Group relevant benefits for or in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings respect of any such pension scheme or any member of the Group ceasing to employ any member of such a pension scheme)person. (b) Except for the Defined Benefit Schemes, the Parent Guarantor shall ensure that no member of the Group is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which The Company is not a money purchase scheme (both terms as defined in providing nor has customarily provided any ex-gratia relevant benefits or other like payments for any person employed or formerly employed by the Pension Schemes Act 1993) Company or connected with or an associate of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) any person claiming through any such an employerperson. (c) If requested No undertaking or assurance has been given to all or any of the persons employed or formerly employed by any holder, the Parent Guarantor shall deliver to such holder at such times Company as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees continuance, introduction, increase or improvement of any relevant schemes retirement, death or disability benefits or other like payments (whether or not there is a legal obligation to the Parent Guarantor), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(ado so). (d) The Parent Guarantor shall promptly notify True and complete copies of the holders documentation currently governing the Pension Schemes, and full particulars of any material change the benefits and entitlements under the Pension Schemes and the contributions payable to it have been delivered to the Buyer in the rate form of contributions inter alia: (i) all announcements to any employees of the Company relating to pension schemes mentioned matters in Section 9.23(arespect of benefit improvements or other amendments not yet incorporated into the documentation of the Pension Schemes; (ii) above paid or recommended all explanatory booklets issued to be paid employees of the Company who are members of the Pension Schemes; and (whether by the scheme actuary or otherwiseiii) or required membership summary (by law or otherwiseincluding names dates of birth current salary length of service and contribution rates). (e) Each Obligor shall All information made available to the Buyer or its advisers in connection with the Pension Schemes is true and accurate in all material respects and there is no omission therefrom. (f) Braid Systems Limited has duly complied with its obligations under the Pension Schemes and the Pension Schemes have at all times been properly administered in accordance with the provisions of its governing documentation and in compliance with the provisions of all relevant law, legislation and governmental rules and regulations. The Company has not conducted investment advice in breach of the Financial Services ▇▇▇ ▇▇▇▇. (g) There is not in respect of the Pension Schemes or the benefits thereunder any claims or actions in progress, pending or threatened (other than routine claims for benefits) before (inter alia) the Courts, any Ombudsman, the Occupational Pensions Regulatory Authority or the Occupational Pensions Advisory Service. (h) The Pension Schemes are approved as soon an exempt approved scheme (within the meaning of Chapters I and IV of Part XIV of ICTA) and nothing has been done which will or may result in the Pension Schemes ceasing to be approved as it becomes aware an exempt approved scheme. (i) All death in service benefits provided by the Company are fully insured and all premiums by way of it immediately notify insurance which are payable have been duly paid to the holders relevant insurance company and each member has been covered by such insurance by the insurance company at its normal rates and on its normal terms. (j) All taxes and expenses relating to the Pension Schemes which have fallen due for payment have been paid. No services have been rendered in respect of which an account or other invoice has not been rendered. (k) All benefits under the Pension Schemes (other than those which are fully insured) are determined by the value of the contributions paid in respect of the members and there is no obligation (other than in the case of those benefits which are fully insured) to provide any specified level of benefits. (l) There have been no claims brought by an employee or any former employee of the Company or the spouse or dependant of any investigation such person, in respect of discrimination (whether direct or proposed investigation indirect) in the provision of benefits on retirement or for life assurance (including claims made by a part time employee in respect of having been denied such benefits or access to such benefits) arising out of employment up to and including the date of Closing. (m) The Warrantors have disclosed to the Buyer a statement of the basis on which the Company has undertaken to contribute to the Pension Schemes and the rate and the amount of contributions in respect of each member of such scheme made since the commencement of the Pension Schemes. The Warrantors confirm that all contributions and costs payable by the Pensions Regulator which may lead to Company in respect of the issue of a Financial Support Direction Pension Schemes as at Closing have been paid. (n) No assurance promise or a Contribution Notice guarantee (whether oral or written) has been made or given to any member of the GroupPension Schemes of any particular level or amount of benefits to be provided for or in respect of him under the Pension Schemes on retirement death or leaving service. The Company may terminate any obligation it may have to contribute to the Pension Schemes without incurring any liability to any member of the Pension Schemes under any agreement or arrangement with the member. (fo) Each Obligor shall immediately notify Neither the holders if it receives a Financial Support Direction Company nor any Subsidiary other than Braid Systems Limited is participating or a Contribution Notice from has participated in the Pensions RegulatorExecutive Scheme.

PENSIONS. 20.1 Save for the GPP, there is not in operation as at the date of this Agreement, and there has not been in operation at any time prior to the date of this Agreement, and no proposal has been announced by any of the Companies to enter into or establish, any agreement, arrangement, custom or practice (awhether or not legally enforceable) The Parent Guarantor shall ensure that all pension schemes operated for the payment by any of the Companies of, or maintained payment by any of the Companies of a contribution towards, a pension, allowance, lump sum or other similar benefit on retirement, death, termination of employment (whether voluntary or not) or during periods of sickness or disablement (whether during service or after retirement) for the benefit of members of the Group and/or any of its employees are funded in accordance with the statutory funding objective under sections 221 and 222 of the Pensions ▇▇▇ ▇▇▇▇ and that no action a Pensionable Employee or omission is taken by any member of the Group in relation to such a pension scheme which has Pensionable Employee’s dependants (including his or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group ceasing to employ any member of such a pension schemeher spouse). (b) Except for the Defined Benefit Schemes, the Parent Guarantor shall ensure that no member 20.2 No amount due in respect of the Group GPP from the Company is unpaid and the Disclosure Letter contains a statement of the basis on which the Company has undertaken to contribute to the GPP. 20.3 No assurance, promise or guarantee (oral or written) has been made or given by any of the Companies to any individual of a particular level or amount of benefits to be provided for or in respect of him under the GPP on retirement, death or leaving employment. 20.4 None of the Companies is or has been at any time associated or connected with an employer (for the purposes as a result of sections 38 to 51 any of the Pensions Act 2004Warrantors also being a director of such an employer) of an occupational pension scheme which is not a money purchase scheme (both as such terms as are defined in the Pension Pensions Schemes Act 1993) or connected with or an associate of 1993 (as those terms are used in sections 38 or 43 prospectively amended by section 29 of the Pensions Act 20042011) but including any such an employer. (c) If requested by any holder, schemes administered within the Parent Guarantor shall deliver to such holder at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent Guarantor), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(aEEA). (d) The Parent Guarantor shall promptly notify 20.5 None of the holders Companies nor any of the Warrantors is engaged or involved in any material change proceedings which relate to or are in connection with the rate of contributions GPP or the benefits under it and no such proceedings are pending or threatened and there are no facts likely to give rise to any pension schemes mentioned in Section 9.23(a) above paid such proceedings. In this paragraph 20.4 “proceedings” includes any litigation or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (e) Each Obligor shall as soon as it becomes aware of it immediately notify the holders of arbitration and also includes any investigation or proposed investigation determination by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Group. (f) Each Obligor shall immediately notify the holders if it receives a Financial Support Direction or a Contribution Notice from Ombudsman, The Pensions Advisory Service, the Pensions RegulatorRegulator or the Financial Conduct Authority.

PENSIONS. 8.1 With the exception of the Rank Plan and the Rank Scheme, there are no agreements or arrangements for the provision of any relevant benefits (as defined in Section 612(1) of Chapter I Part XIV with the omission of the exception in that definition) for any employee or officer or former employee or officer of the Business or for any spouse or dependant of any such person nor has any proposal been announced to establish any such agreement or arrangement. 8.2 The Vendor has no obligation to contribute to any pension scheme (as defined in Section 630 of Chapter I Part XIV) in respect of any employee or officer or former employee or officer of the Business. 8.3 The Vendor is not providing and has not at any time provided or promised to provide ex gratia pensions or other benefits in respect of any person. 8.4 Copies of the current editions of the members' booklets of the Rank Plan and the Rank Scheme as issued to current members of the Rank Plan and the Rank Scheme (as appropriate) have been provided to the Purchaser; such booklets provide an accurate outline of the contributions and benefits under the Rank Plan and the Rank Scheme save to the extent that those benefits have been amended by the deeds of amendment dated 16 February 1999 and 27 May 1999 (relating to the Rank Plan) and a deed of amendment dated 27 May 1999 (relating to the Rank Scheme) copies of which have also been provided to the Purchaser and which are identified in the Disclosure Letter. 8.5 No discretion or power has been exercised under the Rank Plan and the Rank Scheme in relation to any of the Employee Members to - (a) The Parent Guarantor shall ensure that all pension schemes operated by or maintained for the benefit of members of the Group and/or any of its employees are funded in accordance with the statutory funding objective under sections 221 and 222 of the Pensions ▇▇▇ ▇▇▇▇ and that no action or omission is taken by any member of the Group in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group ceasing to employ any member of such a pension scheme).augment benefits; (b) Except admit to membership anyone not otherwise eligible for admission; (c) admit to membership anyone on terms relating to transfer credits in circumstances where a full transfer payment has not yet been made in full in respect of that person; or (d) pay a contribution or provide a benefit which would not otherwise be paid or provided. 8.6 The Rank Plan and the Defined Benefit Schemes, Rank Scheme are approved as an exempt approved scheme within the Parent Guarantor shall ensure that no member meaning of Chapter I Part XIV and there is in force in respect of employments with the Group is Company to which either the Rank Plan or has been at any time the Rank Scheme relates an employer appropriate contracting-out certificate (for within the purposes meaning of sections 38 to 51 section 7 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) and there is no reason why such approval will or connected may cease or any such contracting-out certificate will or may be cancelled surrendered or varied. 8.7 The Rank Plan and the Rank Scheme have at all times been administered in accordance with or an associate of (as those terms are used in sections 38 or 43 its trusts powers and provisions and of the Pensions Act 2004) such an employerPension Schemes Office and with due regard to the general requirements of trust law. (c) If requested by any holder, the Parent Guarantor shall deliver to such holder at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either 8.8 The membership data relating to the trustees of any relevant schemes or Rank Plan and the Rank Scheme that has been disclosed to the Parent Guarantor), the actuarial reports Purchaser is complete and accurate in relation to all pension schemes mentioned in Section 9.23(a)material respects. (d) The Parent Guarantor shall promptly notify the holders of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(a) above paid or recommended 8.9 All amounts due to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (e) Each Obligor shall as soon as it becomes aware of it immediately notify the holders of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member each of the GroupRank Plan and the Rank Schemes have been paid when due. (f) Each Obligor shall immediately notify the holders if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

PENSIONS. (a) The Parent Guarantor shall ensure that all pension schemes operated by or maintained for In the benefit case of members of the Group and/or any of its employees are funded in accordance with the statutory funding objective under sections 221 and 222 of the Pensions ▇▇▇ ▇▇▇▇ and UK Subsidiaries: (i) Ensure that no action or omission is taken by any member of the Group Member in relation to such a pension scheme which has had or is could, individually or in the aggregate, reasonably likely be expected to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group Member ceasing to employ any member of such a pension scheme).; (bii) Except for the Defined Benefit Schemes, the Parent Guarantor shall ensure that no member of the No Group Member is or has been at any time shall become an employer (for the purposes of sections Sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or connected “connected” with or an associate “associate” of (as those terms are used under in sections 38 Sections 39 or 43 of the Pensions Act 2004) such an employer.; (ciii) If requested by any holder, Deliver to the Parent Guarantor shall deliver to such holder Administrative Agent at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent GuarantorHoldings or its Subsidiaries), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a).clause (a) above; (div) The Parent Guarantor shall promptly Promptly notify the holders Administrative Agent of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(aclause (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise).; (ev) Each Obligor shall as soon as it becomes aware of it immediately Immediately notify the holders Administrative Agent of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Group.Group Member; and (fvi) Each Obligor shall immediately Immediately notify the holders Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator. (b) In the case of any Canadian Subsidiaries (to the extent any Canadian Pension Plans exist): (i) No Group Member has or will establish, maintain or contribute to a defined benefit pension plan; (ii) Ensure that, for each Canadian Pension Plan, each Canadian Subsidiary complies, in a timely fashion, with and perform in all material respects all of its obligations under and in respect of such Canadian Pension Plan, including under any funding agreements and all applicable Requirements of Law (including any fiduciary, funding, investment and administration obligations); (iii) Ensure that all employer or employee payments, contributions or premiums required to be remitted, paid to or in respect of each Canadian Pension Plan are paid or remitted by the Canadian Subsidiaries in a timely fashion in accordance with the terms thereof, any funding agreements and all Requirements of Law; and (iv) Deliver to the Administrative Agent (A) if reasonably requested by the Administrative Agent, copies of each annual and other return, report or valuation with respect to each Canadian Pension Plan as filed with any applicable Governmental Authority; (B) promptly after receipt thereof, a copy of any direction, order, notice, ruling or opinion that any Canadian Subsidiary may receive from any applicable Governmental Authority with respect to any Canadian Pension Plan; and (C) notification within thirty days of the establishment of any Canadian Pension Plan, or the commencement of contributions to any such plan to which such Canadian Subsidiary was not previously contributing.

PENSIONS. 19.1 With the exception of the Pension Schemes of the Companies (full particulars of which are set out in the Disclosure Letter) there is not in existence nor has any proposal been announced or commitment given (nor are the Companies under nor will they become under any liability or obligation (whether legally binding or established by custom)) to establish any retirement, death or disability benefit scheme for officers or employees (or any dependant of any of them) of the Companies nor are the Companies under any obligation (whether legally binding or established by custom) to or in respect of any present or former officers or employees (or any dependant of any of them) of any of the Companies with regard to retirement, death or disability benefits pursuant to which the Companies are or may become liable to make payments or contributions and no pension or death or retirement benefit or sickness gratuity or such similar schemes or arrangements is currently being paid or contributed or has been promised by any of the Companies to or in respect of any present or former officer or employee (or any dependant of any of them) of any of the Companies. 19.2 The Disclosure Letter contains a complete and accurate list and summary description of the pension scheme (the "Pension Schemes") of the Companies. 19.3 The Pension Schemes are exempt approved within the meaning of Part I, Chapter 30 of the Taxes Consolidation Act, 1997 and the Warrantors are not aware of any matter or circumstance which might prejudice such approval. (a) The Parent Guarantor shall ensure that all pension schemes operated by or maintained for There are attached to the benefit of members disclosure letter particulars of the Group and/or any of its employees are funded in accordance with the statutory funding objective under sections 221 and 222 Pension Schemes being complete copies of the Pensions ▇▇▇ ▇▇▇▇ and that no action or omission is taken by any member of the Group in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group ceasing to employ any member of such a pension scheme)trust deeds relating thereto. (b) Except for the Defined Benefit Schemes, the Parent Guarantor shall ensure that no member of the Group is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme All contributions and expenses which is not a money purchase scheme (both terms as defined in under the Pension Schemes Act 1993) Scheme have become payable up to Completion have been or connected with or an associate of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employerwill be duly and punctually paid. (c) If requested by any holder, Save as disclosed in such written details no power or discretion has been exercised under the Parent Guarantor shall deliver Pension Schemes: - (i) to such holder at such times as those reports are prepared in order augment or provide a benefit which is not otherwise augmented or provided under the Pension Schemes; (ii) to comply with the then current statutory pay a contribution thereto which would not otherwise have been paid; or (iii) to admit to membership an employee or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent Guarantor), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a)officer who would not otherwise have been eligible. (d) The Parent Guarantor shall promptly notify As far as the holders Warrantors are aware the Pension Schemes have at all times complied and been duly administered in all material respects in accordance with all applicable legislation, regulations and requirements including (without limitation): (i) the provisions of the Pensions Act, 1990 (and any material change in regulations made thereunder); (ii) the rate requirements of contributions to the retirement benefits district of the revenue commissioners for exempt approval and of the Pensions Board; (iii) Article 119 of the Treaty of Rome (and any pension schemes mentioned in Section 9.23(aregulations or directives issued or judgments made thereunder; and (iv) above paid or recommended to be paid (whether the documentation by the scheme actuary or otherwise) or required (by law or otherwise)which it is constituted and governed. (e) Each Obligor shall So far as soon as it becomes the Warrantors are aware of it immediately notify the holders of any investigation or proposed investigation by relevant Companies have duly complied in all material respects with all its obligations under the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the GroupPension Schemes. (fi) Each Obligor shall immediately notify All benefits payable under the holders if it receives Pension Schemes on the death of a Financial Support Direction member thereof while in an employment to which the Pension Schemes relates (other than a refund of contributions with interest where appropriate) are fully insured under policies effected with a life office authorised under the terms of the European Communities (Life Assurance) Regulations, 1984, to carry on life assurance business in the Republic of Ireland at its normal rates and on its normal terms for persons in good health. (ii) So far as the Warrantors are aware all information which has been supplied to any life office which has issued or a Contribution Notice from undertaken to issue policies for the Pensions Regulatorpurpose of the Pension Schemes are true and complete. (iii) Such policies are enforceable and there are no grounds on which the life office might avoid liability thereunder. (i) No actions, suits or claims (other than routine claims or benefits) have been made or are pending in respect of the Pension Schemes by or against the trustees of the Pension Schemes, or any of the Companies or any employer participating in the Pension Schemes. (ii) There is no dispute about benefits payable under the Pension Scheme. (iii) There are no circumstances which might give rise to any such action, suit, claim or dispute under the Pension Schemes.

PENSIONS. (a) The Parent Guarantor shall ensure that all pension schemes operated by or maintained for the benefit of members Subject to Section 9(1) of the Group and/or any Pension (Municipal) Act R.S.B.C. 1979 c. 317 the Employer agrees to participate as to ½ (one-half) of its employees are funded the cost determined by the Commissioner of Municipal Superannuation to extend the pensionable service of an employee covered by this Agreement up to a maximum of 1 (one) year. It is understood that this extension shall represent that period of time served by the employee in accordance a probationary capacity as a Police Officer with the statutory funding objective under sections 221 Department and 222 of the Pensions ▇▇▇ ▇▇▇▇ and that no action or omission is taken by any member of the Group in relation to such a pension scheme which has or is reasonably likely not heretofore been considered as pensionable service. This benefit shall be subject to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group ceasing to employ any member of such a pension scheme).following conditions: (bi) Except for only an employee with a vested interest in the Defined Benefit Schemes, Municipal Superannuation Plan who has reached the Parent Guarantor shall ensure that no member minimum age of the Group is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms retirement as defined in the Pension Schemes (Municipal) Act 1993) or connected with or an associate of (as those terms are used in sections 38 or 43 employee who qualifies for a disability allowance under Section 14 of the Pensions Pension (Municipal) Act 2004shall be eligible; and (ii) an employee who is eligible hereunder by reason of qualification for a disability allowance and wishes to take advantage of this benefit shall notify the Employer of such an employeremployee's election to do so prior to terminating employment. (ci) If requested Any employee who has completed 25 years of pensionable service and has attained the age of 50 years, may apply to retire with a pension which is not reduced for early retirement. In any such case the Employer agrees to contribute ½ (one-half) of the amount as determined by any holderthe Commissioner of Municipal Superannuation to be sufficient to supple- ment the employee's pension in an amount equal to the amount by which the employee's pension would have been reduced by early retirement of the employee and the employee shall pay the remaining ½ (one-half); and (ii) Any employee who has attained the age of 50 years, the Parent Guarantor shall deliver to such holder at such times as those reports are prepared in order to comply and has completed 25 years of service with the then current statutory Employer, but who has completed less than 25 years of pensionable service, may extend his or auditing requirements (as applicable either her pensionable service up to a maximum of one year pursuant to the trustees terms and con- ditions set forth in paragraph 13(a) of any relevant schemes or to this Agreement, and may thereupon become eligible for the Parent Guarantor), the actuarial reports benefit contained in relation to all pension schemes mentioned in Section 9.23(asub-paragraph 13(b)(i). (d) The Parent Guarantor shall promptly notify the holders of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (e) Each Obligor shall as soon as it becomes aware of it immediately notify the holders of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Group. (f) Each Obligor shall immediately notify the holders if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

PENSIONS. (a) The Parent Guarantor shall ensure that all pension schemes operated by or maintained for Subject to the benefit of members Rules of the Group and/or any Municipal Pension Plan, the Employer agrees to participate as to ½ (one-half) of its employees are funded the cost determined by the Pension Corporation to extend the pensionable service of a member covered by this Agreement up to a maximum of 1 (one) year. It is understood that this extension shall represent that period of time served by the member in accordance a probationary capacity as a Police Officer with the statutory funding objective under sections 221 Department and 222 of the Pensions ▇▇▇ ▇▇▇▇ and that no action or omission is taken by any member of the Group in relation to such a pension scheme which has or is reasonably likely not heretofore been considered as pensionable service. This benefit shall be subject to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group ceasing to employ any member of such a pension scheme).following conditions: (bi) Except for only a member with a vested interest in the Defined Benefit Schemes, Municipal Pension Plan who has reached the Parent Guarantor shall ensure that no member minimum age of the Group is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms retirement as defined in the Pension Schemes Act 1993) or connected with or an associate of (as those terms are used in sections 38 or 43 Rules of the Pensions Act 2004Municipal Pension Plan or a member who qualifies for a disability allowance under the rules of the Municipal Pension Plan shall be eligible; and (ii) a member who is eligible hereunder by reason of their qualification for a disability allowance and wishes to take advantage of this benefit shall notify the Employer of their election to do so prior to terminating employment. (i) Any member who has completed 25 years of pensionable service and has attained the age of 50 years, may apply to retire with a pension which is not reduced for early retirement. In any such case the Employer agrees to contribute ½ (one-half) of the amount as determined by the Pension Corporation to be sufficient to supplement the member's pension in an employeramount equal to the amount by which the member's pension would have been reduced by early retirement of the member and the member shall pay the remaining ½ (one-half); and (ii) any member who has attained the age of 50 years, and has completed 25 years of service with the Employer, but who has completed less than 25 years of pensionable service, may extend their pensionable service up to a maximum of one year pursuant to the terms and conditions set forth in Section 13(a) of this Agreement, and may thereupon become eligible for the benefit contained in Section 13(b)(i). (c) If requested by any holderMembers who do not qualify for the benefit under Section 13(a) may make arrangements prior to April 2007 to purchase the full amount associated with the buy-back of service and, upon the member producing the receipt, the Parent Guarantor shall deliver Employer agrees to such holder at such times reimburse the member fifty percent (50%) of the purchase cost as those reports are prepared in order to comply with stipulated by the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent Guarantor), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a). (d) The Parent Guarantor shall promptly notify the holders of any material change Pension Corporation. This payment will be made in the rate of contributions to any pension schemes mentioned year in Section 9.23(a) above paid or recommended to be paid (whether by which the scheme actuary or otherwise) or required (by law or otherwise)member reaches minimum retirement age. (e) Each Obligor shall as soon as it becomes aware of it immediately notify the holders of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Group. (f) Each Obligor shall immediately notify the holders if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

PENSIONS. (a) The Parent Guarantor Company shall ensure that all pension schemes operated by or maintained for the benefit of members of the Group and/or any of its their employees are (where applicable) fully funded in accordance with based on the statutory funding objective under sections 221 and 222 of the Pensions ▇▇▇ ▇▇▇▇ or, in the case of the pension plan operated for certain employees of Interxion (Schweiz) AG, any applicable Swiss regulations and that no action or omission is taken by any member of the Group in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group ceasing to employ any member of such a pension scheme). The Company shall ensure that all pension liabilities of InterXion Deutschland GmbH are properly accounted for in accordance with the Accounting Principles. (b) Except for the Defined Benefit Schemes, the Parent Guarantor The Company shall ensure that no member of the Group is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or connected “connected” with or an associate “associate” of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employer. For the avoidance of doubt, this paragraph (b) does not apply to the pension plan operated for certain employees of Interxion (Schweiz) AG. (c) If requested by any holder, the Parent Guarantor The Company shall deliver to such holder the Agent at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent GuarantorCompany), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a)(a) above. (d) The Parent Guarantor Company shall promptly notify the holders Agent of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(a(a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (e) Each Obligor shall as soon as it becomes aware of it immediately notify the holders Agent of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Groupit. (f) Each Obligor shall immediately notify the holders Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

PENSIONS. (a) The Parent Guarantor shall ensure that all pension schemes operated by or maintained for In the benefit case of members of the Group and/or any of its employees are funded in accordance with the statutory funding objective under sections 221 and 222 of the Pensions ▇▇▇ ▇▇▇▇ and UK Subsidiaries: (i) Ensure that no action or omission is taken by any member of the Group Member in relation to such a pension scheme which has had or is could, individually or in the aggregate, reasonably likely be expected to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group Member ceasing to employ any member of such a pension scheme).; (bii) Except for the Defined Benefit SchemesOther than as set forth on Schedule 6.13, the Parent Guarantor shall ensure that no member of the Group is or has been at any time Member becomes an employer (for the purposes of sections Sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or connected “connected” with or an associate “associate” of (as those terms are used under in sections 38 Sections 39 or 43 of the Pensions Act 2004) such an employer.; (ciii) If requested by any holder, Deliver to the Parent Guarantor shall deliver to such holder Administrative Agent at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent GuarantorHoldings or its Subsidiaries), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a).clause (a) above; (div) The Parent Guarantor shall promptly Promptly notify the holders Administrative Agent of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(aclause (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise).; (ev) Each Obligor shall as soon as it becomes aware of it immediately Immediately notify the holders Administrative Agent of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Group.Group Member; and (fvi) Each Obligor shall immediately Immediately notify the holders Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator. (b) In the case of any Canadian Subsidiaries (to the extent any Canadian Pension Plans exist): (i) Ensure that, for each Canadian Pension Plan, each Canadian Subsidiary complies, in a timely fashion, with and perform in all material respects all of its obligations under and in respect of such Canadian Pension Plan, including under any funding agreements and all applicable Requirements of Law (including any fiduciary, funding, investment and administration obligations). (ii) Ensure that all employer or employee payments, contributions or premiums required to be remitted, paid to or in respect of each Canadian Pension Plan are paid or remitted by the Canadian Subsidiaries in a timely fashion in accordance with the terms thereof, any funding agreements and all Requirements of Law. (iii) Deliver to the Administrative Agent (A) if reasonably requested by the Administrative Agent, copies of each annual and other return, report or valuation with respect to each Canadian Pension Plan as filed with any applicable Governmental Authority; (B) promptly after receipt thereof, a copy of any direction, order, notice, ruling or opinion that any Canadian Subsidiary may receive from any applicable Governmental Authority with respect to any Canadian Pension Plan; and (C) notification within thirty days of the establishment of any Canadian Pension Plan, or the commencement of contributions to any such plan to which such Canadian Subsidiary was not previously contributing.

PENSIONS. (a) The Each Unit Parent Guarantor shall ensure that all pension schemes maintained or operated by or maintained for the benefit of members any member of the Group its Unit and/or any of its employees employees: (i) are maintained and operated in all material respects in accordance with all applicable laws and contracts and any applicable arrangements or undertakings entered into with or approved by the Regulator and their governing provisions; and (ii) are funded substantially in accordance with the statutory funding objective under sections 221 and 222 governing provisions of the Pensions ▇▇▇ ▇▇▇▇ scheme with any funding shortfall advised by actuaries of recognised standing being rectified in accordance with those governing provisions and that no action or omission is taken by any member of the Group in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group ceasing to employ any member of such a pension scheme)Business Plan. (b) Each Unit Parent shall promptly notify the Agent of any material change in the rate of contributions to any pension schemes relating to its Unit referred to in clause 31.19(a) above paid or required to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (c) Except for Warwick International Group Pension Scheme and the Defined Benefit SchemesCUK Limited Retirement Benefits Scheme, the each Unit Parent Guarantor shall ensure that no member of the Group its Unit is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Defined Benefit Pension Schemes Act 1993) Scheme or connected “connected” with or an associate “associate” of (as those terms are used in sections 38 39 or 43 of the Pensions Act 2004) such an employer. (cd) If requested Each Unit Parent shall ensure that all Defined Benefit Pension Schemes operated by or maintained for the benefit of members of its Unit and/or any holder, of its employees are funded based on the Parent Guarantor shall deliver to such holder at such times as those reports are prepared in order to comply with minimum funding requirement under section 56 of the then current Pensions A▇▇ ▇▇▇▇ or the statutory or auditing requirements funding objective under section 222 of the Pensions A▇▇ ▇▇▇▇ and that all employer contributions (as applicable either to defined in section 17 of the trustees Pensions Act 2004) towards each Defined Benefit Pension Scheme are paid on or before their due date (as defined in section 17 of any relevant schemes or to the Parent Guarantor), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(aPensions Act 2004). (de) The Each Unit Parent Guarantor shall promptly notify the holders Agent of any material change in the rate of employer contributions to any pension schemes Defined Benefit Pension Schemes relating to its Unit mentioned in Section 9.23(aclause 31.19(c) above above, paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (ef) Each Obligor shall as soon as it becomes aware of it immediately notify the holders Agent of any investigation or proposed investigation by the Pensions Regulator which may is reasonably likely to lead to the issue of a Financial Support Direction or a Contribution Notice to it or any member of the Group or of the Regulator taking any other action which would have a Material Adverse Effect in relation to the Group. (fg) Each Obligor shall immediately notify the holders Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator. (h) Each Unit Parent shall ensure that no action or omission is taken by any member of its Unit in relation to a Defined Benefit Pension Scheme which will or is reasonably likely to lead to the occurrence of a Pensions Event.

PENSIONS. (a) The Parent Guarantor shall ensure that all pension schemes operated by or maintained for the benefit of members of the Group and/or any of its their employees are fully funded in accordance with based on the statutory funding objective under sections 221 and 222 of the Pensions ▇▇▇ ▇▇▇▇ and that no action or omission is taken by any member of the Group in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group ceasing to employ any member of such a pension scheme). (b) Except for the Defined Benefit Schemes, Innospec Limited Pension Scheme the Parent Guarantor shall ensure that no member of the Group is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or connected “connected” with or an associate “associate” of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employer. (c) If requested by any holder, the The Parent Guarantor shall deliver to such holder the Agent at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent GuarantorParent), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a)(a) above. (d) The Parent Guarantor shall promptly notify the holders Agent of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(a(a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (e) Each Obligor shall as soon as it becomes aware of it immediately notify the holders Agent of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Group. (f) Each Obligor shall immediately notify the holders Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.

PENSIONS. The Company is not and never has been a party to any agreement or arrangement (aother than the Pension Schemes) The Parent Guarantor shall ensure that all pension schemes operated by or maintained for the benefit provision of members any relevant benefits (as defined in Section 612(1) of ICTA, with the omission of the Group and/or exception in that definition) for any person. The Company has no obligation to contribute to any personal pension scheme (as defined in Section 630 of its employees are funded ICTA) or the Pension Schemes or to any other arrangement for the provision of retirement or death, sickness or disability benefits in respect of any Employee or former employee. Material copies of the documents containing the provisions currently governing the Pension Schemes have been delivered to the Purchaser. The Company has paid to the Pension Schemes all amounts due to be paid to the Pension Schemes by the Company in accordance with the statutory funding objective time limits set out under sections 221 and 222 of the Pensions ▇▇▇ ▇▇▇▇ and that no action or omission is taken by any member in accordance with the provisions of the Group Pension Schemes. All death in relation service benefits which may be payable under the Pension Schemes are fully insured and all premiums by way of insurance which are payable in respect of the Pension Schemes by the Company have been duly paid to the relevant insurance company. The SSAS is approved as an exempt approved scheme (within the meaning of Chapter I of Part XIV of ICTA) and nothing has been done or omitted to be done which will or may result in the SSAS ceasing to be approved as an exempt approved scheme and there are no circumstances which could result in such a pension scheme which exempt approved status being withdrawn. The Company is not providing and has not at any time provided ex gratia pensions or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination other like payments for any Employee or commencement of winding-up proceedings former employee or any dependant of any such person. All benefits under the Pension Schemes (other than those which are fully insured) are provided on a money purchase basis and there is no obligation (other than in the case of those benefits which are fully insured) to provide any specified level of benefits. The Company has complied with all the requirements to consult, designate and facilitate access to a stakeholder pension scheme or any member pursuant to the Welfare Reform and Pensions ▇▇▇ ▇▇▇▇. Neither of the Group ceasing to employ any member Pension Schemes is contracted-out of such a pension scheme). (b) Except for the Defined Benefit State second pension. The Pension Schemes have at all times complied with the provisions of all relevant statutes, regulations and requirements and have been administered in accordance with the governing documentation and general trust law. In respect of the Pension Schemes, there are no claims or actions in progress nor, so far as the Parent Guarantor shall ensure that no member Sellers are aware, pending, threatened or anticipated. Neither the Seller nor the Company has given any indemnity to any person in connection with the Pension Schemes except as stated in the documentation governing such schemes. SCHEDULE 6 THE PURCHASER'S WARRANTIES The Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement and the other documents which are to be executed by the Purchaser at Completion (the "Purchaser's Completion Documents"). This Agreement constitutes, and the Purchaser's Completion Documents will when executed by the Purchaser constitute, valid and binding obligations of the Group Purchaser in accordance with their respective terms. The Purchaser is acting as principal and not as agent or has been at broker for any time an employer (for other person and, save as previously disclosed in writing to the seller, immediately following its purchase of the shares no person other than the Purchaser will be interested in the shares. For the purposes of sections 38 to 51 this paragraph the word "interested" shall bear the same meaning as in Part VI of the Pensions Act 2004Act. The Purchaser has immediately available on an unconditional basis (subject only to Completion) the necessary cash resources to meet its obligations under this Agreement and the Completion Documents (assuming that the Sellers are not in breach of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or connected with or an associate of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employer. (c) If requested by any holder, the Parent Guarantor shall deliver to such holder at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the Parent Guarantorits obligations thereunder), the actuarial reports in relation to all pension schemes mentioned in Section 9.23(a). (d) The Parent Guarantor shall promptly notify the holders of any material change in the rate of contributions to any pension schemes mentioned in Section 9.23(a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise). (e) Each Obligor shall as soon as it becomes aware of it immediately notify the holders of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any member of the Group. (f) Each Obligor shall immediately notify the holders if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator.. SCHEDULE 7 COMPLETION BALANCE SHEET