Common use of Multiemployer Plan Clause in Contracts

Multiemployer Plan. Seller and Purchaser intend to comply with the requirements of Section 4204 of ERISA in order that the Transaction shall not be deemed a complete or partial withdrawal from the I.A.M. National Pension Fund (the “Multiemployer Plan”), but only to the extent that there are unfunded vested benefits in the Multiemployer Plan that would trigger the occurrence of withdrawal liability, by virtue of a full or partial withdrawal, as a result of the Transaction. Accordingly, Seller and Purchaser agree as follows: (i) Purchaser will be obligated to make contributions to the Multiemployer Plan in accordance with any Collective Bargaining Agreement relating thereto and shall contribute to the Multiemployer Plan with respect to the business and operations of the Purchased Assets and Purchased Entities on the same terms as Rexam had an obligation to contribute to the Multiemployer Plan prior to the Closing Date. (ii) Unless and until a variance or exemption is obtained in accordance with Section 4204(c) of ERISA, Purchaser will provide to the Multiemployer Plan, for a period of five plan years commencing with the first plan year beginning after the Closing Date (the “Contribution Period”), a bond issued by a corporate surety company that is an acceptable surety for purposes of Section 412 of ERISA, or an amount held in escrow by a bank or similar financial institution satisfactory to the Multiemployer Plan, as applicable, or such other security as may be permitted under Section 4204(a)(1)(B) of ERISA or regulations thereunder, in an amount equal to the greater of: (A) the average annual contribution required to be made by Rexam to the Multiemployer Plan with respect to the business and operation of the Facilities, as applicable, for the three plan years preceding the plan year in which the Closing Date occurs, or (B) the annual contribution that Rexam was required to make with respect to the business and operations of the Facilities under the Multiemployer Plan for the last plan year before the plan year in which the Closing Date occurs, which applicable bond or escrow shall be paid to the Multiemployer Plan if Purchaser (or its applicable Affiliate) withdraws from the Multiemployer Plan, or fails to make a contribution to the Multiemployer Plan when due, at any time during the Contribution Period. Seller agrees to cooperate with Purchaser in connection with any application for a variance or exemption under Section 4204(c) of ERISA made by Purchaser to the Pension Benefit Guaranty Corporation or to the Multiemployer Plan and to otherwise comply with the obligations of a “Seller” under Section 4204 of ERISA. The full costs and expenses relating to the provision of any bond, letter of credit or escrow required under this Section 5.1(h), shall be paid by Purchaser. (iii) If Purchaser withdraws from the Multiemployer Plan in a complete or partial withdrawal with respect to the Business and operations of the Facilities under the Multiemployer Plan during the Contribution Period defined above, Seller shall be secondarily liable for any withdrawal Liability it would have incurred to the Multiemployer Plan with respect to the Business and operations of such Facilities (but for the provisions of Section 4204 of ERISA) if the withdrawal Liability of Purchaser with respect to the Multiemployer Plan is not paid. Purchaser agrees to provide Seller reasonable advance notice of any action or event which could result in the imposition of withdrawal Liability contemplated by this Section 5.1(h) and in any event Purchaser shall promptly furnish Seller with a copy of any notice of withdrawal Liability it may receive with respect to the Multiemployer Plan, together with all pertinent details. In the event that any such withdrawal Liability shall be assessed against Purchaser, Purchaser further agrees to provide Seller advance notice of any intention on the part of Purchaser not to make full payment of any withdrawal Liability when the same shall become due. (iv) Purchaser shall indemnify, defend and hold Seller and Rexam harmless against the imposition of any secondary Liability, or any Liability resulting from the failure of Purchaser to provide a bond, letter of credit, escrow or other security pursuant to this Section 5.1(h).

Multiemployer Plan. Seller and Purchaser (i) The parties intend to comply with the requirements of Section 4204 of ERISA in order that the Transaction transactions contemplated by this Agreement shall not be deemed a complete or partial withdrawal from the I.A.M. National Pension Fund Asmara MEP 401(k) Plan (the “"Multiemployer Plan”"), but only to the extent that there are unfunded vested benefits in the Multiemployer Plan that would trigger the occurrence of withdrawal liability, by virtue of a full or partial withdrawal, as a result of the Transaction. Accordingly, Seller and Purchaser agree as followsBuyer agree: (iA) Purchaser will be obligated to make contributions to After the Multiemployer Plan in accordance with any Collective Bargaining Agreement relating thereto and Closing, Buyer shall contribute to the Multiemployer Plan with respect to the business and operations of the Purchased Assets and Purchased Entities on Company for substantially the same terms as Rexam number of "contribution base units" for which Seller had an "obligation to contribute contribute" to the Multiemployer Plan prior (as those terms are defined in Sections 4001(a)(11) and 4212 of ERISA, respectively) pursuant to the Closing DateCollective Bargaining Agreement. (iiB) Unless and until a variance or exemption is obtained in accordance with Section 4204(c) of ERISA, Purchaser will Buyer shall provide to the Multiemployer Plan, for a period of five consecutive plan years commencing with the first plan year beginning after the Closing Date (the “Contribution Period”)Closing, either a bond issued by a corporate surety company that is an acceptable surety for purposes of Section 412 of ERISA, ERISA or an amount held in escrow by a bank or similar financial institution satisfactory to the Multiemployer Plan, as applicable, . The amount of such bond or such other security as may escrow deposit shall be permitted under Section 4204(a)(1)(B) of ERISA or regulations thereunder, in an amount equal to the greater of: of (A) the average annual contribution that Seller was required to be made by Rexam to make under the Multiemployer Plan with respect to the business and operation operations of the Facilities, as applicable, Company for the three plan years immediately preceding the plan year in which the Closing Date occurs, or or (B) the annual contribution that Rexam Seller was required to make under the Multiemployer Plan with respect to the business and operations of the Facilities under the Multiemployer Plan Company for the last plan year before immediately preceding the plan year in which the Closing Date occurs, which applicable bond or escrow shall be paid to the Multiemployer Plan if Purchaser (or its applicable Affiliate) withdraws from the Multiemployer Plan, or fails to make a contribution to the Multiemployer Plan when due, at any time during the Contribution Period. Seller agrees to cooperate with Purchaser in connection with any application for a variance or exemption under Section 4204(c) of ERISA made by Purchaser to the Pension Benefit Guaranty Corporation or to the Multiemployer Plan and to otherwise comply with the obligations of a “Seller” under Section 4204 of ERISA. The full costs and expenses relating to the provision of any bond, letter of credit or escrow required under this Section 5.1(h), shall be paid by Purchaser. (iiiC) If Purchaser Buyer completely or partially withdraws from the Multiemployer Plan in a complete or partial withdrawal with respect prior to the Business and operations end of the Facilities under fifth plan year beginning after the Multiemployer Plan during Closing, and the Contribution Period defined above, Seller shall be secondarily liable for any withdrawal Liability it would have incurred to the Multiemployer Plan with respect to the Business and operations resulting liability of such Facilities (but for the provisions of Section 4204 of ERISA) if the withdrawal Liability of Purchaser Buyer with respect to the Multiemployer Plan is not paid. Purchaser agrees , then Seller shall be secondarily liable in an amount not to provide Seller reasonable advance notice of any action or event which could result in exceed the imposition amount of withdrawal Liability liability Seller would have had to pay to the Multiemployer Plan as a result of the transactions contemplated by this Agreement but for Section 5.1(h4204 of ERISA. Buyer shall indemnify Seller against any liability incurred by Seller pursuant to this clause (iii). (ii) Seller shall cooperate with Buyer if Buyer wishes to prepare and in any event Purchaser shall promptly furnish Seller with a copy of any notice of withdrawal Liability it may receive with respect submit to the Multiemployer Plan, together with all pertinent details. In Plan or the event that any such withdrawal Liability shall be assessed against Purchaser, Purchaser further agrees to provide Seller advance notice Pension Benefit Guaranty Corporation (PBGC) a request for a variance of any intention on the part of Purchaser not to make full payment of any withdrawal Liability when the same shall become due. (iv) Purchaser shall indemnify, defend and hold Seller and Rexam harmless against the imposition of any secondary Liability, or any Liability resulting exemption from the failure bond/escrow requirement of Purchaser Section 4204(a)(l)(B) of ERISA (as described in clause (ii) of this subsection). Unless and until such a variance or exemption is granted, Buyer shall comply with the bond/escrow requirement, except to provide a bond, letter of credit, escrow or other security pursuant to this the extent provided in PBGC Regulation Section 5.1(h2643.1 l(d).. Asset Purchase Agreement 10/06/03 TRSG and Asmara

Multiemployer Plan. Seller and Purchaser (i) The parties intend to comply with the requirements of Section 4204 of ERISA in order that the Transaction transactions contemplated by this Agreement shall not be deemed a complete or partial withdrawal from the I.A.M. National __________________ Pension Fund (the “"Multiemployer Plan”"), but only to the extent that there are unfunded vested benefits in the Multiemployer Plan that would trigger the occurrence of withdrawal liability, by virtue of a full or partial withdrawal, as a result of the Transaction. Accordingly, Seller and Purchaser agree as followsBuyer agree: (iA) Purchaser will be obligated to make contributions to After the Multiemployer Plan in accordance with any Collective Bargaining Agreement relating thereto and Closing, Buyer shall contribute to the Multiemployer Plan with respect to the business and operations of the Purchased Assets and Purchased Entities on ____________________ facility for substantially the same terms as Rexam number of "contribution base units" for which Seller had an "obligation to contribute contribute" to the Multiemployer Plan prior (as those terms are defined in Sections 4001(a)(11) and 4212 of ERISA, respectively) pursuant to the Closing DateCollective Bargaining Agreement. (iiB) Unless and until a variance or exemption is obtained in accordance with Section 4204(c) of ERISA, Purchaser will Buyer shall provide to the Multiemployer Plan, for a period of five consecutive plan years commencing with the first plan year beginning after the Closing Date (the “Contribution Period”)Closing, either a bond issued by a corporate surety company that is an acceptable surety for purposes of Section 412 of ERISA, ERISA or an amount held in escrow by a bank or similar financial institution satisfactory to the Multiemployer Plan, as applicable, . The amount of such bond or such other security as may escrow deposit shall be permitted under Section 4204(a)(1)(B) of ERISA or regulations thereunder, in an amount equal to the greater of: of (A) the average annual contribution that Seller was required to be made by Rexam to make under the Multiemployer Plan with respect to the business and operation operations of the Facilities, as applicable, __________________ facility for the three plan years immediately preceding the plan year in which the Closing Date occurs, or or (B) the annual contribution that Rexam Seller was required to make under the Multiemployer Plan with respect to the business and operations of the Facilities under the Multiemployer Plan _________________ facility for the last plan year before immediately preceding the plan year in which the Closing Date occurs, which applicable bond or escrow shall be paid to the Multiemployer Plan if Purchaser (or its applicable Affiliate) withdraws from the Multiemployer Plan, or fails to make a contribution to the Multiemployer Plan when due, at any time during the Contribution Period. Seller agrees to cooperate with Purchaser in connection with any application for a variance or exemption under Section 4204(c) of ERISA made by Purchaser to the Pension Benefit Guaranty Corporation or to the Multiemployer Plan and to otherwise comply with the obligations of a “Seller” under Section 4204 of ERISA. The full costs and expenses relating to the provision of any bond, letter of credit or escrow required under this Section 5.1(h), shall be paid by Purchaser. (iiiC) If Purchaser Buyer completely or partially withdraws from the Multiemployer Plan in a complete or partial withdrawal with respect prior to the Business and operations end of the Facilities under fifth plan year beginning after the Multiemployer Plan during Closing, and the Contribution Period defined above, Seller shall be secondarily liable for any withdrawal Liability it would have incurred to the Multiemployer Plan with respect to the Business and operations resulting liability of such Facilities (but for the provisions of Section 4204 of ERISA) if the withdrawal Liability of Purchaser Buyer with respect to the Multiemployer Plan is not paid. Purchaser agrees , then Seller shall be secondarily liable in an amount not to provide Seller reasonable advance notice of any action or event which could result in exceed the imposition amount of withdrawal Liability liability Seller would have had to pay to the Multiemployer Plan as a result of the transactions contemplated by this Agreement but for Section 5.1(h4204 of ERISA. Buyer shall indemnify Seller against any liability incurred by Seller pursuant to this clause (iii). (ii) Seller shall cooperate with Buyer if Buyer wishes to prepare and in any event Purchaser shall promptly furnish Seller with a copy of any notice of withdrawal Liability it may receive with respect submit to the Multiemployer Plan, together with all pertinent details. In Plan or the event that any such withdrawal Liability shall be assessed against Purchaser, Purchaser further agrees to provide Seller advance notice Pension Benefit Guaranty Corporation (PBGC) a request for a variance of any intention on the part of Purchaser not to make full payment of any withdrawal Liability when the same shall become due. (iv) Purchaser shall indemnify, defend and hold Seller and Rexam harmless against the imposition of any secondary Liability, or any Liability resulting exemption from the failure bond/escrow requirement of Purchaser Section 4204(a)(1)(B) of ERISA (as described in clause (ii) of this subsection). Unless and until such a variance or exemption is granted, Buyer shall comply with the bond/escrow requirement, except to provide a bond, letter of credit, escrow or other security pursuant to this the extent provided in PBGC Regulation Section 5.1(h2643.11(d).

Multiemployer Plan. Seller and Purchaser (i) The parties intend to comply with the requirements of Section 4204 of ERISA in order that the Transaction transactions contemplated by this Agreement shall not be deemed a complete or partial withdrawal from the I.A.M. National Pension Fund Asmara MEP 401(k) Plan (the “"Multiemployer Plan”"), but only to the extent that there are unfunded vested benefits in the Multiemployer Plan that would trigger the occurrence of withdrawal liability, by virtue of a full or partial withdrawal, as a result of the Transaction. Accordingly, Seller and Purchaser agree as followsBuyer agree: (iA) Purchaser will be obligated to make contributions to After the Multiemployer Plan in accordance with any Collective Bargaining Agreement relating thereto and Closing, Buyer shall contribute to the Multiemployer Plan with respect to the business and operations of the Purchased Assets and Purchased Entities on Company for substantially the same terms as Rexam number of "contribution base units" for which Seller had an "obligation to contribute contribute" to the Multiemployer Plan prior (as those terms are defined in Sections 4001(a)(11) and 4212 of ERISA, respectively) pursuant to the Closing DateCollective Bargaining Agreement. (iiB) Unless and until a variance or exemption is obtained in accordance with Section 4204(c) of ERISA, Purchaser will Buyer shall provide to the Multiemployer Plan, for a period of five consecutive plan years commencing with the first plan year beginning after the Closing Date (the “Contribution Period”)Closing, either a bond issued by a corporate surety company that is an acceptable surety for purposes of Section 412 of ERISA, ERISA or an amount held in escrow by a bank or similar financial institution satisfactory to the Multiemployer Plan, as applicable, . The amount of such bond or such other security as may escrow deposit shall be permitted under Section 4204(a)(1)(B) of ERISA or regulations thereunder, in an amount equal to the greater of: of (A) the average annual contribution that Seller was required to be made by Rexam to make under the Multiemployer Plan with respect to the business and operation operations of the Facilities, as applicable, Company for the three plan years immediately preceding the plan year in which the Closing Date occurs, or or (B) the annual contribution that Rexam Seller was required to make under the Multiemployer Plan with respect to the business and operations of the Facilities under the Multiemployer Plan Company for the last plan year before immediately preceding the plan year in which the Closing Date occurs, which applicable bond or escrow shall be paid to the Multiemployer Plan if Purchaser (or its applicable Affiliate) withdraws from the Multiemployer Plan, or fails to make a contribution to the Multiemployer Plan when due, at any time during the Contribution Period. Seller agrees to cooperate with Purchaser in connection with any application for a variance or exemption under Section 4204(c) of ERISA made by Purchaser to the Pension Benefit Guaranty Corporation or to the Multiemployer Plan and to otherwise comply with the obligations of a “Seller” under Section 4204 of ERISA. The full costs and expenses relating to the provision of any bond, letter of credit or escrow required under this Section 5.1(h), shall be paid by Purchaser. (iiiC) If Purchaser Buyer completely or partially withdraws from the Multiemployer Plan in a complete or partial withdrawal with respect prior to the Business and operations end of the Facilities under fifth plan year beginning after the Multiemployer Plan during Closing, and the Contribution Period defined above, Seller shall be secondarily liable for any withdrawal Liability it would have incurred to the Multiemployer Plan with respect to the Business and operations resulting liability of such Facilities (but for the provisions of Section 4204 of ERISA) if the withdrawal Liability of Purchaser Buyer with respect to the Multiemployer Plan is not paid. Purchaser agrees , then Seller shall be secondarily liable in an amount not to provide Seller reasonable advance notice of any action or event which could result in exceed the imposition amount of withdrawal Liability liability Seller would have had to pay to the Multiemployer Plan as a result of the transactions contemplated by this Agreement but for Section 5.1(h4204 of ERISA. Buyer shall indemnify Seller against any liability incurred by Seller pursuant to this clause (iii). (ii) Seller shall cooperate with Buyer if Buyer wishes to prepare and in any event Purchaser shall promptly furnish Seller with a copy of any notice of withdrawal Liability it may receive with respect submit to the Multiemployer Plan, together with all pertinent details. In Plan or the event that any such withdrawal Liability shall be assessed against Purchaser, Purchaser further agrees to provide Seller advance notice Pension Benefit Guaranty Corporation (PBGC) a request for a variance of any intention on the part of Purchaser not to make full payment of any withdrawal Liability when the same shall become due. (iv) Purchaser shall indemnify, defend and hold Seller and Rexam harmless against the imposition of any secondary Liability, or any Liability resulting exemption from the failure bond/escrow requirement of Purchaser Section 4204(a)(1)(B) of ERISA (as described in clause (ii) of this subsection). Unless and until such a variance or exemption is granted, Buyer shall comply with the bond/escrow requirement, except to provide a bond, letter of credit, escrow or other security pursuant to this the extent provided in PBGC Regulation Section 5.1(h2643.11(d).

Multiemployer Plan. Buyer and Seller and Purchaser or its Affiliates intend to comply with Section 4204(a) of the requirements Employee Retirement Income Security Act of Section 4204 1974, as amended (“ERISA”), and to take any other action required or desirable, so that no withdrawal liability is imposed upon Seller or its Affiliates as a result of ERISA in order this transaction or any subsequent action or omission of Buyer. To that end, Buyer agrees and covenants: (i) to contribute to the Transaction shall not be deemed a complete or partial withdrawal from the I.A.M. National Building Service 32BJ Pension Fund (the “Multiemployer PlanFund”), but only to ) for substantially the extent that there are unfunded vested benefits in the Multiemployer Plan that would trigger the occurrence same number of withdrawal liability, by virtue of a full or partial withdrawalcontribution base units, as a result defined in Section 4001(a)(11) of the Transaction. AccordinglyERISA, for which Seller and Purchaser agree as follows: (i) Purchaser will be and/or its Affiliates were obligated to make contributions to the Multiemployer Plan in accordance with any Collective Bargaining Agreement relating thereto and shall contribute to the Multiemployer Plan with respect to the business and operations of the Purchased Assets and Purchased Entities on the same terms as Rexam had an obligation to contribute to the Multiemployer Plan Property prior to the Closing Date. , and (ii) Unless and until unless a variance waiver is in effect or exemption is obtained in accordance with has been timely requested but not yet acted upon by the Fund pursuant to Section 4204(c) of ERISA, Purchaser will to provide to and for the Multiemployer Planbenefit of the Fund, for a period of the five plan years commencing with the first plan year beginning to begin after the Closing Date (the “Contribution Surety Period”), either a bond issued by a corporate surety company that is an acceptable surety for purposes of Section 412 of ERISA, a letter of credit or an amount held in escrow by a bank or similar financial institution satisfactory to the Multiemployer Planinstitution, as applicable, or such other security as may be permitted under Section 4204(a)(1)(B) of ERISA or regulations thereunder, in either case in an amount equal to the greater of: of (A) the average annual contribution that Seller or its Affiliates were required to be made by Rexam to the Multiemployer Plan make with respect to the business and operation of the Facilities, as applicable, Property for the three plan years preceding the plan year in which the Closing Date occurs, or or (B) the annual contribution that Rexam was Seller or its Affiliates were required to make with respect to the business and operations of the Facilities under the Multiemployer Plan Property for the last plan year before preceding the plan year in which the Closing Date occurs, which applicable bond bond, letter of credit or such amount held in escrow shall be paid to the Multiemployer Plan Fund, if Purchaser (or its applicable Affiliate) withdraws from the Multiemployer Plan, or fails to make a contribution to the Multiemployer Plan when due, at any time during the Contribution Surety Period, Buyer withdraws from the Fund or fails to make any contribution to the Fund when due. If a waiver has been denied by the Fund or was not timely requested pursuant to Section 4204(c) of ERISA, Buyer shall deliver to the Fund by the first day of the plan year following the Closing Date, with copies to the Seller, either the bond or evidence of the establishment of an escrow described in the preceding sentence. Seller agrees to reasonably cooperate with Purchaser in connection with any application Buyer to provide information reasonably necessary for Buyer to request a variance from the Fund. If Buyer or exemption any successor in interest thereto shall withdraw from the Fund in either a complete or partial withdrawal, as such terms are used in Sections 4203 and 4205 of ERISA, during the first five (5) plan years commencing with the first plan year beginning after the Closing Date and withdrawal liability is imposed under Section 4204(c) 4201 of ERISA made by Purchaser ERISA, Seller and its affiliates agree that Seller and their Affiliates shall be secondarily liable to the Pension Benefit Guaranty Corporation or Fund for any withdrawal liability that they would have had to the Multiemployer Plan and to otherwise comply with Fund in the obligations absence of a “Seller” under Section 4204 of ERISA. The full costs To the extent that any obligation is imposed on Buyer herein, Buyer agrees to require each of its successors in interest and expenses relating assigns to specifically assume and accept the provision of any bond, letter of credit or escrow required obligations assumed by it under this Section 5.1(h), shall be paid by Purchaser. (iii) If Purchaser withdraws from the Multiemployer Plan in a complete or partial withdrawal with respect to the Business and operations of the Facilities under the Multiemployer Plan during the Contribution Period defined above, Seller shall be secondarily liable for any withdrawal Liability it would have incurred to the Multiemployer Plan with respect to the Business and operations of such Facilities (but for the 14.3. The provisions of Section 4204 of ERISA) if the withdrawal Liability of Purchaser with respect to the Multiemployer Plan is not paid. Purchaser agrees to provide Seller reasonable advance notice of any action or event which could result in the imposition of withdrawal Liability contemplated by this Section 5.1(h) and in any event Purchaser 14.3 shall promptly furnish Seller with a copy of any notice of withdrawal Liability it may receive with respect to survive the Multiemployer Plan, together with all pertinent details. In the event that any such withdrawal Liability shall be assessed against Purchaser, Purchaser further agrees to provide Seller advance notice of any intention on the part of Purchaser not to make full payment of any withdrawal Liability when the same shall become dueClosing. (iv) Purchaser shall indemnify, defend and hold Seller and Rexam harmless against the imposition of any secondary Liability, or any Liability resulting from the failure of Purchaser to provide a bond, letter of credit, escrow or other security pursuant to this Section 5.1(h).

Multiemployer Plan. (a) With respect to the United Wire, Metal and Machine Pension Fund (the "MULTIEMPLOYER PLAN"), Purchaser and Seller and Purchaser intend to comply with satisfy the requirements of Section 4204 of ERISA in order that the Transaction shall not be deemed to avoid a complete or partial withdrawal from the I.A.M. National Pension Fund (the “Multiemployer Plan”), but only to the extent that there are unfunded vested benefits in the Multiemployer Plan that would trigger the occurrence of withdrawal liability, by virtue of a full or partial withdrawal, Seller as a result of the Transactiontransactions contemplated hereby from the Multiemployer Plan in respect of the Employees covered by the Multiemployer Plan. AccordinglyIn this regard, Seller and effective as of 12:01 a.m., New York City time, on the Closing Date, Purchaser agree as follows: (i) Purchaser will be obligated to make contributions shall become a successor employer contributing to the Multiemployer Plan in accordance with any Collective Bargaining Agreement relating thereto on behalf of the Employees participating therein pursuant to the terms of the applicable collective bargaining agreement and Purchaser shall contribute make contributions from and after the Closing Date to the Multiemployer Plan with respect to the business and operations of the Purchased Assets and Purchased Entities on for substantially the same terms number of contribution base units (as Rexam defined in Section 4001(a)(11) of ERISA) that Seller had an obligation to contribute to the Multiemployer Plan prior to the Closing DatePlan. (iib) Unless and until a variance or exemption is obtained in accordance with Section 4204(c) of ERISA, Purchaser will provide With respect to the Multiemployer Plan, for a period of five plan years commencing with the first plan year beginning Purchaser shall provide, as soon as practicable after the Closing Date (the “Contribution Period”)Date, a bond issued by a corporate surety company that is an acceptable surety for purposes of Section 412 of ERISA, ERISA with a five-year term commencing as of the first day of the first plan year of the Multiemployer Plan immediately following the Closing Date (the "PROTECTED PERIOD") or establish an amount held in escrow by account with a bank or similar financial institution institution, with the same term, satisfactory to the trustees of the Multiemployer Plan, as applicable, or such other security as may be permitted under Section 4204(a)(1)(B) of ERISA or regulations thereunder, in an amount equal to the greater of: of (Ax) the average of Seller's annual contribution required to be made by Rexam contributions to the Multiemployer Plan with respect to the business and operation of the Facilities, as applicable, for the three plan years preceding the plan year in which the Closing Date occurs, or or (By) the annual contribution that Rexam was required Seller's contributions to make with respect to the business and operations of the Facilities under the Multiemployer Plan for the last plan year before preceding the plan year in which the Closing Date occurs, which applicable bond or escrow shall be paid to the Multiemployer Plan if Purchaser (or its applicable Affiliate) withdraws from the Multiemployer Plan, or fails to make a contribution to the Multiemployer Plan when due, at any time during the Contribution Period. Seller agrees to cooperate with Purchaser in connection with any application for a variance or exemption under Section 4204(c) of ERISA made by Purchaser to the Pension Benefit Guaranty Corporation or to the Multiemployer Plan and to otherwise comply with the obligations of a “Seller” under Section 4204 of ERISA. The full costs and expenses relating to the provision of any bond, letter of credit or escrow required under this Section 5.1(h), shall be paid by Purchaser. (iiic) If Purchaser withdraws there is a partial or complete withdrawal (as such terms are defined in Sections 4205(a) and 4203(a) of ERISA, respectively) from the Multiemployer Plan in a complete or partial withdrawal with respect by Purchaser prior to the Business and operations end of the Facilities under the Multiemployer Plan during the Contribution Period defined aboveProtected Period, Seller shall shall, to the extent required by applicable law, rule or regulation, be secondarily liable for any withdrawal Liability it liability Seller would have incurred had to the Multiemployer Plan with respect if Seller and Purchaser had not entered into the agreements contained in this Section 10.10 to the Business and operations of such Facilities (but for extent the provisions of Section 4204 of ERISA) if the withdrawal Liability liability of Purchaser with respect to the Multiemployer Plan as a result of either a complete or partial withdrawal therefrom is not paidpaid by Purchaser to the Multiemployer Plan in respect of such withdrawal. Purchaser agrees to provide Seller reasonable advance notice of any action or event which could result in the imposition of withdrawal Liability contemplated by this Section 5.1(h) and in any event Purchaser shall promptly furnish Seller with a copy of any notice of withdrawal Liability it may receive with With respect to the Multiemployer Plan, together with all pertinent details. In if either Purchaser or Seller or its affiliates requests the Pension Benefit Guaranty Corporation to grant a variance or exemption from the requirements of Section 4204(a)(1)(B) or (C) of ERISA and such variance or exemption is granted or in the event an exemption from such requirements is available under applicable law, rule or regulation and the Multiemployer Plan confirms that any such withdrawal Liability exemption is applicable, then this subparagraph (c) shall be assessed against Purchaser, Purchaser further agrees to provide Seller advance notice of any intention on the part of Purchaser void and not to make full payment of any withdrawal Liability when the same shall become dueenforceable. (ivd) Notwithstanding anything to the contrary set forth in subparagraphs (b) and (c) above, Purchaser and Parent jointly and severally shall indemnify, defend indemnify and hold harmless Seller and Rexam harmless against its affiliates for all Losses (including any secondary liability contemplated by subparagraph (c) above) which are incurred or become payable (i) as a result of Purchaser's failure to comply with the imposition provisions of this Section 10.10 or (ii) as a result of Purchaser's partial or complete withdrawal from the Multiemployer Plan after the Closing Date. Purchaser or Seller, as the case may be, shall promptly notify the other party of any secondary Liability, demand for payment of withdrawal liability received by Purchaser or any Liability resulting Seller from the failure of Purchaser to provide a bond, letter of credit, escrow or other security pursuant to this Section 5.1(h)Multiemployer Plan.

Multiemployer Plan. Seller (i) After the Closing Date, the Buyer agrees to tender contribution to the Central States, Southeast and Purchaser intend to comply with the requirements of Section 4204 of ERISA in order that the Transaction shall not be deemed a complete or partial withdrawal from the I.A.M. National Southwest Areas Pension Fund (the “Multiemployer Plan”), but only to "MULTIEMPLOYER PLAN") for substantially the extent that there are unfunded vested benefits in the Multiemployer Plan that would trigger the occurrence same number of withdrawal liability, by virtue of a full or partial withdrawal, as a result of the Transaction. Accordingly, Seller and Purchaser agree as follows: (i) Purchaser will be obligated to make contributions to the Multiemployer Plan in accordance with any Collective Bargaining Agreement relating thereto and shall contribute to the Multiemployer Plan contribution base units with respect to the business and operations of the Purchased Assets and Purchased Entities on Acquired Business for which the same terms as Rexam Seller had an obligation to contribute (as defined in Section 4212 of ERISA) to the Multiemployer Plan prior pursuant to the Closing Datecollective bargaining agreement between the Seller and the Teamsters Local No. 688. (ii) Unless and until the PBGC has issued a variance or exemption is obtained in accordance with under Section 4204(c) of ERISAERISA reasonably satisfactory to the Seller, Purchaser will the Buyer hereby agrees to provide to the Multiemployer PlanPlan on or as soon as possible after the Closing Date, for a period of five consecutive plan years commencing with the first plan year beginning after the Closing Date (the “Contribution Period”)Date, a bond issued by a corporate surety company that is an acceptable surety for purposes of Section 412 of ERISA, or an amount held . Such bond shall be in escrow by a bank or similar financial institution form reasonably satisfactory to the Multiemployer Plan, as applicable, or such other security as may Seller and shall be permitted under Section 4204(a)(1)(B) of ERISA or regulations thereunder, in an amount equal to the greater of: of (Ai) the average annual contribution that the Seller was required to be made by Rexam to make under the Multiemployer Plan with respect to the business and operation operations of the Facilities, as applicable, Acquired Business for the three last plan years year immediately preceding the plan year in which the Closing Date occurs or (ii) the annual contribution that the Seller has required to make under the Multiemployer Plan with respect to the operations of the Acquired Business for the last plan year immediately preceding the plan year in which the Closing Date occurs, or (B) the annual contribution that Rexam was required to make with respect to the business and operations of the Facilities under the Multiemployer Plan for the last plan year before the plan year in which the Closing Date occurs, which applicable bond or escrow shall be paid to the Multiemployer Plan if Purchaser (or its applicable Affiliate) withdraws from the Multiemployer Plan, or fails to make a contribution to the Multiemployer Plan when due, at any time during the Contribution Period. Seller agrees to cooperate with Purchaser in connection with any application for a variance or exemption under Section 4204(c) of ERISA made by Purchaser to the Pension Benefit Guaranty Corporation or to the Multiemployer Plan and to otherwise comply with the obligations of a “Seller” under Section 4204 of ERISA. The full costs and expenses relating to the provision of any bond, letter of credit or escrow required under this Section 5.1(h), shall be paid by Purchaser. (iii) If Purchaser Unless the PBGC has issued a variance or exemption reasonably satisfactory to the Seller, if (i) the Buyer completely or partially withdraws from the Multiemployer Plan in a complete or partial withdrawal with respect prior to the Business and operations end of the Facilities under fifth plan year beginning after the Multiemployer Plan during Closing Date, and (ii) the Contribution Period defined above, Seller shall be secondarily liable for any withdrawal Liability it would have incurred to resulting liability of the Multiemployer Plan with respect to the Business and operations of such Facilities (but for the provisions of Section 4204 of ERISA) if the withdrawal Liability of Purchaser Buyer with respect to the Multiemployer Plan is not paid, the Seller shall be secondarily liable for any withdrawal liability the Seller would have had to the Multiemployer Plan but for Section 4204 of ERISA. Purchaser agrees to provide In the event the Seller reasonable advance notice of any action or event which could result in the imposition of becomes secondarily liable for withdrawal Liability contemplated by this Section 5.1(h) and in any event Purchaser shall promptly furnish Seller with a copy of any notice of withdrawal Liability it may receive with respect to liability under the Multiemployer Plan, together the Buyer shall reimburse the Seller for any and all costs and expenses incurred by the Seller with all pertinent details. In the event that any respect to such withdrawal Liability shall be assessed against Purchaser, Purchaser further agrees to provide Seller advance notice of any intention on the part of Purchaser not to make full payment of any withdrawal Liability when the same shall become duesecondary liability. (iv) Purchaser shall indemnify, defend The Seller will cooperate with the Buyer in the preparation and hold Seller and Rexam harmless against submission to the imposition PBGC of any secondary Liability, a request for an individual variance or any Liability resulting exemption from the failure surety bond requirements of Purchaser to provide a bond, letter Section 4204 of credit, escrow or other security pursuant to this Section 5.1(h)ERISA.