Common use of Pension and Welfare Plans Clause in Contracts

Pension and Welfare Plans. Each Pension Plan and Welfare Plan ---------------------------- complies in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate has withdrawn from any Multi-Employer Plan in a "complete withdrawal" or a "partial withdrawal" as defined in Sections 4203 or 4205 of ERISA, respectively; neither Borrower nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; neither Borrower nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-Employer Plan; no steps have been instituted by Borrower or any Subsidiary or any ERISA Affiliate to terminate any Pension Plan; no condition exists or event or transaction has occurred in connection with any Pension Plan, Multi-Employer Plan or Welfare Plan which could result in the incurrence by Borrower or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and neither Borrower nor any Subsidiary nor any ERISA Affiliate is a "contributing sponsor" as defined in Section 4001(a)(13) of ERISA of a "single-employer plan" as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Except as disclosed on the consolidated financial statements of Borrower and its Subsidiaries delivered by Borrower to Lender, neither Borrower nor any Subsidiary nor any ERISA Affiliate has any liability with respect to any Welfare Plan.

Pension and Welfare Plans. The Borrowers have no pension plans or welfare plans other than those listed on Exhibit R. Each Pension Plan and Welfare Plan ---------------------------- welfare plan, as such term is defined in Section 3.1 of ERISA, complies in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no Reportable Event reportable event has occurred and is continuing with respect to any Pension Planwelfare plan; neither no Borrower nor any Subsidiary nor any ERISA Affiliate affiliate has withdrawn from any Multimulti-Employer Plan employer plan in a "“complete withdrawal" ” or a "“partial withdrawal" ” as defined in Sections 4203 or 4205 of ERISA, respectively; neither no Borrower nor any Subsidiary nor any ERISA Affiliate affiliate has entered into an agreement pursuant to Section 4204 of ERISA; neither no Borrower nor any Subsidiary nor any ERISA Affiliate affiliate has in the past contributed to or currently contributes to a Multimulti-Employer Planemployer plan; neither no Borrower nor any Subsidiary nor any ERISA Affiliate affiliate has any withdrawal liability with respect to a Multimulti-Employer Planemployer plan; no steps have been instituted by any Borrower or any Subsidiary or any ERISA Affiliate affiliate to terminate any Pension Planwelfare plan; no condition exists or event or transaction has occurred in connection with any Pension Plan, Multimulti-Employer Plan employer plan or Welfare Plan welfare plan which could result in the incurrence by any Borrower or any Subsidiary or any ERISA Affiliate affiliate of any material liability, fine or penalty; and neither no Borrower nor any Subsidiary nor any ERISA Affiliate affiliate is a "“contributing sponsor" ” as defined in Section 4001(a)(13) of ERISA of a "“single-employer plan" ” as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Except as disclosed on the consolidated financial statements of Borrower and its Subsidiaries the Borrowers heretofore delivered by Borrower the Borrowers to Lenderthe Banks, neither no Borrower nor any Subsidiary nor any ERISA Affiliate affiliate has any liability with respect to any Welfare Planwelfare plan.

Pension and Welfare Plans. Each Except to the extent that the following would not reasonably be expected to have a Material Adverse Effect, (i) each Pension Plan and Welfare Plan ---------------------------- complies in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; (ii) no Reportable Event has occurred and is continuing with respect to any Pension Plan; (iii) neither Borrower nor any Subsidiary nor any ERISA Affiliate has withdrawn from any Multi-Employer Plan in a "“complete withdrawal" ” or a "“partial withdrawal" ” as defined in Sections 4203 or 4205 of ERISA, respectively; (iv) neither Borrower nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; (v) neither Borrower nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; (vi) neither Borrower nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-Employer Plan; (vii) no steps have been instituted by Borrower or any Subsidiary or any ERISA Affiliate to terminate any Pension Plan; (viii) no condition exists or event or transaction has occurred in connection with any Pension Plan, Multi-Employer Plan or Welfare Plan which could would result in the incurrence by Borrower or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and (ix) neither Borrower nor any Subsidiary nor any ERISA Affiliate is a "“contributing sponsor" ” as defined in Section 4001(a)(13) of ERISA of a "“single-employer plan" ” as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Except As of the date of this Agreement, except as disclosed on the consolidated financial statements of Borrower and its Subsidiaries delivered by Borrower to LenderLender or as disclosed on Schedule 4.06, neither Borrower nor any Subsidiary nor any ERISA Affiliate has any liability with respect to any Welfare Plan.

Pension and Welfare Plans. Each Except to the extent that the following would not reasonably be expected to have a Material Adverse Effect, (i) each Pension Plan and Welfare Plan ---------------------------- complies in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; (ii) no Reportable Event has occurred and is continuing with respect to any Pension Plan; (iii) neither Borrower nor any Subsidiary nor any ERISA Affiliate has withdrawn from any Multi-Employer Plan in a "“complete withdrawal" ” or a "“partial withdrawal" ” as defined in Sections 4203 or 4205 of ERISA, respectively; (iv) neither Borrower nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; (v) neither Borrower nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; (vi) neither Borrower nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-Employer Plan; (vii) no steps have been instituted by Borrower or any Subsidiary or any ERISA Affiliate to terminate any Pension Plan; (viii) no condition exists or event or transaction has occurred in connection with any Pension Plan, Multi-Employer Plan or Welfare Plan which could would result in the incurrence by Borrower or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and (ix) neither Borrower nor any Subsidiary nor any ERISA Affiliate is a "“contributing sponsor" ” as defined in Section 4001(a)(13) of ERISA of a "“single-employer plan" ” as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Except As of the date of this Agreement, except as disclosed on the consolidated financial statements of Borrower and its Subsidiaries delivered by Borrower to LenderAgent and Lenders or as disclosed on Schedule 4.06, neither Borrower nor any Subsidiary nor any ERISA Affiliate has any liability with respect to any Welfare Plan.

Pension and Welfare Plans. Each Pension Plan and Welfare Plan ---------------------------- complies in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate has withdrawn from any Multi-Employer Plan in a "complete withdrawal" or a "partial withdrawal" as defined in Sections 4203 or 4205 of ERISA, respectively; neither Borrower nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; neither Borrower nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-Employer Plan; no steps have been instituted by Borrower or any Subsidiary or any ERISA Affiliate to terminate any Pension Plan; no condition exists or event or transaction has occurred in connection with any Pension Plan, Multi-Employer Plan or Welfare Plan which could result in the incurrence by Borrower or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and neither Borrower nor any Subsidiary nor any ERISA Affiliate is a "contributing sponsor" as defined in Section 4001(a)(134001 (a)(13) of ERISA of a "single-employer plan" as defined in Section 4001(a)(154001 (a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Except as disclosed on the consolidated financial statements of Borrower and its Subsidiaries delivered by Borrower to Lender, neither Borrower nor any Subsidiary nor any ERISA Affiliate has any liability with respect to any Welfare Plan.

Pension and Welfare Plans. Each Except as set forth on Schedule 4.06 attached hereto, each Pension Plan and Welfare Plan ---------------------------- complies in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower the Company nor any Subsidiary nor any ERISA Affiliate has withdrawn from any Multi-Employer Plan in a "complete withdrawal" or a "partial withdrawal" as defined in Sections 4203 or 4205 of ERISA, respectively; neither Borrower the Company nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; neither Borrower the Company nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; neither Borrower the Company nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-Employer Plan; no steps have been instituted by Borrower the Company or any Subsidiary or any ERISA Affiliate to terminate any Pension Plan; no condition exists or event or transaction has occurred in connection with any Pension Plan, Multi-Employer Plan or Welfare Plan which could result in the incurrence by Borrower the Company or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and neither Borrower the Company nor any Subsidiary nor any ERISA Affiliate is a "contributing sponsor" as defined in Section 4001(a)(13) of ERISA of a "single-employer plan" as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Except as disclosed on the consolidated financial statements of Borrower the Company and its Subsidiaries delivered by Borrower the Company to Lender, neither Borrower the Company nor any Subsidiary nor any ERISA Affiliate has any liability with respect to any Welfare Plan.

Pension and Welfare Plans. Each Pension Plan and Welfare Plan ---------------------------- complies in all material respects with ERISA (to the extent ERISA is applicable to such Pension Plan or Welfare Plan) and all other applicable statutes and governmental and regulatory rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension PlanPlan which is subject to ERISA; neither Borrower nor any Subsidiary nor any ERISA Affiliate has withdrawn from any Multi-Employer Plan in a "“complete withdrawal" ” or a "“partial withdrawal" ” as defined in Sections 4203 or 4205 of ERISA, respectively; neither Borrower nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; neither Borrower nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-Employer Plan; no steps have been instituted by Borrower or any Subsidiary or any ERISA Affiliate to terminate any Pension Plan; no condition exists or event or transaction has occurred in connection with any Pension Plan, Multi-Employer Plan or Welfare Plan which could result in the incurrence by Borrower or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and neither Borrower nor any Subsidiary nor any ERISA Affiliate is a "“contributing sponsor" ” as defined in Section 4001(a)(13) of ERISA of a "“single-employer plan" ” as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Except as disclosed on the consolidated financial statements of Borrower and its Subsidiaries delivered by Borrower to LenderBank, neither Borrower nor any Subsidiary nor any ERISA Affiliate has any unfunded liability with respect to any Welfare Plan.

Pension and Welfare Plans. (a) Each Pension Plan complies, and Welfare Plan ---------------------------- complies has been administered in compliance, in all material respects respects, with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither the Borrower nor any Subsidiary PAAC nor any ERISA Affiliate of either has withdrawn from any Multi-Employer Multiemployer Plan in a "complete withdrawal" or a "partial withdrawal" as defined in Sections section 4203 or 4205 of ERISA, respectively; neither Borrower nor any Subsidiary nor , with respect to which the Borrower, PAAC or any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; neither Borrower nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate either has any withdrawal liability with respect to a Multi-Employer Planunsatisfied liability; no steps have been instituted by Borrower or any Subsidiary or any ERISA Affiliate to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under section 302(f) of ERISA; no condition exists or event or transaction has occurred in connection with any Pension Plan, Multi-Employer Plan or Welfare Multiemployer Plan which could result in that is reasonably likely to have a Material Adverse Effect; and neither the incurrence by Borrower or any Subsidiary or nor PAAC nor any ERISA Affiliate of any material liability, fine or penalty; and neither Borrower nor any Subsidiary nor any ERISA Affiliate either is a "contributing sponsor" as defined in Section section 4001(a)(13) of ERISA of a "single-employer plan" as defined in Section section 4001(a)(15) of ERISA which that has two or more contributing sponsors at least two of whom are not under common control. Except as disclosed on listed in Item 6.16 ("Pension and Welfare Plans") of the consolidated financial statements of Borrower and its Subsidiaries delivered by Borrower to LenderDisclosure Schedule, neither the Borrower nor any Subsidiary PAAC nor any ERISA Affiliate of either, to the extent there is joint and several liability with the Borrower or PAAC to pay such benefits, has any liability to pay any welfare benefits under any employee welfare benefit plan within the meaning of section 3(l) of ERISA to former employees thereof or to current employees with respect to any Welfare Planclaims incurred after the termination of their employment other than as required by section 4980B of the Code or Part 6 of Subtitle B of Title 1 of ERISA.

Pension and Welfare Plans. Each Pension Plan and Welfare Plan ---------------------------- of Borrower complies in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no Reportable Event (as defined in Section 4043 of ERISA) has occurred and is continuing with respect to any Pension Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate affiliate has withdrawn from any Multi-Employer Plan in a "“complete withdrawal" ” or a "“partial withdrawal" ” as defined in Sections 4203 or 4205 of ERISA, ERISA respectively; neither Borrower nor any Subsidiary nor any ERISA Affiliate affiliate has entered into an agreement pursuant to Section 4204 of ERISA; neither Borrower nor any Subsidiary nor any ERISA Affiliate affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate affiliate has any withdrawal liability with respect to a Multi-Employer Plan; no steps have been instituted by Borrower or any Subsidiary or any ERISA Affiliate affiliate to terminate any Pension Plan; no condition exists or event or transaction has occurred in connection with any Pension Plan, Multi-Employer Plan or Welfare Plan which could result in the incurrence by Borrower or any Subsidiary or any ERISA Affiliate affiliate of any material liability, fine or penalty; and neither Borrower nor any Subsidiary nor any ERISA Affiliate affiliate is a "“contributing sponsor" ” as defined in Section 4001(a)(13) of ERISA of a "“single-employer plan" ” as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Except as disclosed on the consolidated financial statements of Borrower and its Subsidiaries delivered by Borrower to Lender, neither Borrower nor any Subsidiary nor any ERISA Affiliate affiliate has any liability with respect to any Welfare Plan.

Pension and Welfare Plans. Each Pension Plan Borrower and Welfare Plan ---------------------------- complies each of its Plans are in all material respects compliance with ERISA and the Code and such Borrower has not incurred any accumulated funding deficiency with respect to any such Plan within the meaning of ERISA or the Code. Each Borrower and each other Person which is affiliated with such Borrower within the meaning of Section 414 of the Code have complied with all requirements of ERISA Sections 601 through 608 and Code Section 4980B. Neither Borrower has made any promises of retirement or other benefits to employees, except as set forth in any Plan. Neither Borrower has incurred any material liability to the PBGC in connection with any such Plan. The assets of each such Plan which is subject to Title IV of ERISA are sufficient to provide the benefits under such Plan payment of which the PBGC would guarantee if such Plan were terminated, and such assets are also sufficient to provide all other applicable statutes and governmental and regulatory rules and regulations; no "benefit liabilities" (as defined in ERISA Section 4001(a)(1b)) due under the Plan upon termination. No Reportable Event has occurred and is continuing with respect to any Pension such Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate has withdrawn from any Multi-Employer Plan in a "complete withdrawal" or a "partial withdrawal" as defined in Sections 4203 or 4205 of ERISA, respectively; neither Borrower nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; neither Borrower nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-Employer Plan; no steps have been instituted by Borrower or any Subsidiary or any ERISA Affiliate to terminate any Pension Plan; no condition exists or event or transaction has occurred in connection with any Pension Plan, Multi-Employer . No such Plan or Welfare Plan which could result trust created thereunder, or party in the incurrence by Borrower or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and neither Borrower nor any Subsidiary nor any ERISA Affiliate is a "contributing sponsor" interest (as defined in Section 4001(a)(133(14) of ERISA of a "single-employer plan" ERISA), or any fiduciary (as defined in Section 4001(a)(153(21) of ERISA), has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) which has two would subject such Plan or more contributing sponsors at least two any other Plan of whom are not under common controleither Borrower, any trust created thereunder, or any such party in interest or fiduciary, or any party dealing with any such Plan or any such trust to the penalty or tax on "prohibited transactions" imposed by Section 502 of ERISA or Section 4975 of the Code. Neither Borrower is a participant in, nor is such Borrower obligated to make any payment to, any Multiemployer Plan. Except as disclosed on in Item 6.12 ("Employee Benefit Plans") of the consolidated financial statements of Borrower and its Subsidiaries delivered by Borrower to LenderDisclosure Schedule, neither such Borrower nor any Subsidiary nor any ERISA Affiliate member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

Pension and Welfare Plans. Each Pension Plan and Welfare Plan ---------------------------- complies in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower nor any Subsidiary nor any or ERISA Affiliate has withdrawn from any Multi-Employer Plan in a "complete withdrawal" or a "partial withdrawal" as defined in Sections 4203 or 4205 of ERISA, respectively; neither Borrower nor any Subsidiary nor any or ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; except as disclosed on Schedule 10.6 attached hereto, neither Borrower nor any Subsidiary nor any or ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; neither Borrower nor any Subsidiary nor any or ERISA Affiliate has any current withdrawal liability with respect to a Multi-Employer Plan; no steps have been instituted by Borrower or any Subsidiary or any ERISA Affiliate to terminate any Pension Plan; no condition exists or event or transaction has occurred in - 55 - 62 connection with any Pension Plan, Multi-Employer Plan or Welfare Plan which could result in the incurrence by Borrower or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and neither Borrower nor any Subsidiary nor any or ERISA Affiliate is a "contributing sponsor" as defined in Section 4001(a)(13) of ERISA of a "single-employer plan" as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Except as disclosed on the consolidated financial statements of Borrower and its Subsidiaries delivered by Borrower to LenderSchedule 10.6 attached hereto, neither Borrower nor any Subsidiary nor any or ERISA Affiliate has any liability with respect to any Welfare PlanPlan that is reasonably likely to result in a Material Adverse Effect.

Pension and Welfare Plans. Each Pension Plan and Welfare Plan ---------------------------- complies in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate has withdrawn from any Multi-Employer Plan in a "complete withdrawal" or a "partial withdrawal" as defined in Sections 4203 or 4205 of ERISA, respectively; neither Borrower nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; neither Borrower nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-Employer Plan; no steps have been instituted by Borrower or any Subsidiary or any ERISA Affiliate to terminate any Pension Plan; no condition exists or event or transaction has occurred in connection with any Pension Plan, Multi-Employer Plan or Welfare Plan which could result in the incurrence by Borrower or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and neither Borrower nor any Subsidiary nor any ERISA Affiliate is a "contributing sponsor" as defined in Section 4001(a)(13) of ERISA of a "single-employer plan" as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Except as disclosed on the consolidated financial statements of Borrower and its Subsidiaries delivered by Borrower to Lender, neither Borrower nor any Subsidiary nor any ERISA Affiliate has any liability with respect to any Welfare Plan.

Pension and Welfare Plans. Each Pension Plan complies, and Welfare Plan ---------------------------- complies ------------------------- has been administered in compliance, in all material respects respects, with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither the Borrower nor any Subsidiary nor any ERISA Affiliate has withdrawn from any Multi-Employer Multiemployer Plan in a "complete withdrawal" or a "partial withdrawal" as defined in Sections section 4203 or 4205 of ERISA, respectively; neither , with respect to which the Borrower nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; neither Borrower nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-Employer Planunsatisfied liability; no steps have been instituted by Borrower or any Subsidiary or any ERISA Affiliate to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under section 302(f) of ERISA; no condition exists or event or transaction has occurred in connection with any Pension Plan, Multi-Employer Plan or Welfare Multiemployer Plan which could result in that is reasonably likely to have a Material Adverse Effect; neither the incurrence by Borrower or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and neither Borrower nor any Subsidiary nor any ERISA Affiliate is a "contributing sponsor" as defined in Section section 4001(a)(13) of ERISA of a "single-single- employer plan" as defined in Section section 4001(a)(15) of ERISA which that has two or more contributing sponsors at least two of whom are not under common controlcontrol and no Multiemployer Plan is insolvent (as defined in Section 4245 of ERISA) or in reorganization (as defined in Section 4241 of ERISA). Except as disclosed on listed in Item ---- 6.16 ("Pension and Welfare Plans") of the consolidated financial statements of Borrower and its Subsidiaries delivered by Borrower to LenderDisclosure Schedule, neither the ---- ------------------------- Borrower nor any Subsidiary nor any ERISA Affiliate Affiliate, to the extent there is joint and several liability with the Borrower to pay such benefits, has any liability to pay any welfare benefits under any employee welfare benefit plan within the meaning of section 3(l) of ERISA to former employees thereof or to current employees with respect to any Welfare Plan.claims incurred after the termination of their employment other than as required by section 4980B of the Code or Part 6 of Subtitle B of Title 1 of ERISA. With respect to Multiemployer Plans, the representations and warranties of this Section 6.16 are made to the best knowledge of the Borrower. ------------

Pension and Welfare Plans. Each Pension Plan and Welfare Plan ---------------------------- complies in all material respects with ERISA (to the extent ERISA is applicable to such Pension Plan or Welfare Plan) and all other applicable statutes and governmental and regulatory rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension PlanPlan which is subject to ERISA; neither Borrower nor any Subsidiary nor any ERISA Affiliate has withdrawn from any Multi-Employer Plan in a "complete withdrawal" or a "partial withdrawal" as defined in Sections 4203 or 4205 of ERISA, respectively; neither Borrower nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; neither Borrower nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-Employer Plan; no steps have been instituted by Borrower or any Subsidiary or any ERISA Affiliate to terminate any Pension Plan; no condition exists or event or transaction has occurred in connection with any Pension Plan, Multi-Employer Plan or Welfare Plan which could result in the incurrence by Borrower or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and neither Borrower nor any Subsidiary nor any ERISA Affiliate is a "contributing sponsor" as defined in Section 4001(a)(13) of ERISA of a "single-employer plan" as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Except as disclosed on the consolidated financial statements of Borrower and its Subsidiaries delivered by Borrower to Lenderthe Agent and each Bank, neither Borrower nor any Subsidiary nor any ERISA Affiliate has any unfunded liability with respect to any Welfare Plan.

Pension and Welfare Plans. Each Except as set forth on Schedule 4.06 attached hereto, each Pension Plan and Welfare Plan ---------------------------- complies in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower the Company nor any Subsidiary nor any ERISA Affiliate has withdrawn from any Multi-Employer Plan in a "“complete withdrawal" ” or a "“partial withdrawal" ” as defined in Sections 4203 or 4205 of ERISA, respectively; neither Borrower the Company nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; neither Borrower the Company nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; neither Borrower the Company nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-Employer Plan; no steps have been instituted by Borrower the Company or any Subsidiary or any ERISA Affiliate to terminate any Pension Plan; no condition exists or event or transaction has occurred in connection with any Pension Plan, Multi-Employer Plan or Welfare Plan which could result in the incurrence by Borrower the Company or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and neither Borrower the Company nor any Subsidiary nor any ERISA Affiliate is a "“contributing sponsor" ” as defined in Section 4001(a)(13) of ERISA of a "“single-employer plan" ” as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Except as disclosed on the consolidated financial statements of Borrower the Company and its Subsidiaries delivered by Borrower the Company to the Agent and each Lender, neither Borrower the Company nor any Subsidiary nor any ERISA Affiliate has any liability with respect to any Welfare Plan.

Pension and Welfare Plans. Each Except as set forth on Schedule 4.06 attached hereto, each Pension Plan and Welfare Plan ---------------------------- complies in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower the Company nor any Subsidiary nor any ERISA Affiliate has withdrawn from any Multi-Employer Plan in a "complete withdrawal" or a "partial withdrawal" as defined in Sections 4203 or 4205 of ERISA, respectively; neither Borrower the Company nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; neither Borrower the Company nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; neither Borrower the Company nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-Employer Plan; no steps have been instituted by Borrower the Company or any Subsidiary or any ERISA Affiliate to terminate any Pension Plan; no condition exists or event or transaction has occurred in connection with any Pension Plan, Multi-Employer Plan or Welfare Plan which could result in the incurrence by Borrower the Company or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and neither Borrower the Company nor any Subsidiary nor any ERISA Affiliate is a "contributing sponsor" as defined in Section 4001(a)(13) of ERISA of a "single-employer plan" as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Except as disclosed on the consolidated financial statements of Borrower the Company and its Subsidiaries delivered by Borrower the Company to the Agent and each Lender, neither Borrower the Company nor any Subsidiary nor any ERISA Affiliate has any liability with respect to any Welfare Plan.