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is continuing with respect to any Pension Plan; none of the Borrowers nor any Subsidiary nor any ERISA Affiliate has withdrawn from any Multi-Employer Plan in a "complete withdrawal" or a "partial withdrawal" as defined in Sections 4203 or 4205 of ERISA, respectively; none of the Borrowers nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; none of the Borrowers nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; none of the Borrowers nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-Employer Plan; no steps have been instituted by any 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 any of the Borrowers or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and none of the Borrowers 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 Borrowers and their respective Subsidiaries delivered by Borrowers to Lender or on Schedule 4.06 attached hereto, none of the Borrowers 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with respect to any Pension Plan; none of the Borrowers nor any Subsidiary neither Borrower nor any ERISA Affiliate has withdrawn from any Multi-Employer Plan in a "complete withdrawal" or a "partial withdrawal" as defined in Sections 4203 or 4205 of ERISA, respectively; none of the Borrowers nor any Subsidiary neither Borrower nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; none of the Borrowers nor any Subsidiary neither Borrower nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; none of the Borrowers nor any Subsidiary neither Borrower nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-Employer Plan; no steps have been instituted by any 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 any of the Borrowers or any Subsidiary Borrower or any ERISA Affiliate of any material liability, fine or penalty; and none of the Borrowers nor any Subsidiary neither Borrower 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 Borrowers Borrower and their respective its Subsidiaries delivered by Borrowers Borrower to Lender or on Schedule 4.06 attached heretoLender, none of the Borrowers nor any Subsidiary neither Borrower nor any ERISA Affiliate has any liability with respect to any Welfare Plan.

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; none of the Borrowers nor any Subsidiary neither Borrower 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; none of the Borrowers nor any Subsidiary neither Borrower nor any ERISA Affiliate affiliate has entered into an agreement pursuant to Section 4204 of ERISA; none of the Borrowers nor any Subsidiary neither Borrower nor any ERISA Affiliate affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; none of the Borrowers nor any Subsidiary neither Borrower nor any ERISA Affiliate affiliate has any withdrawal liability with respect to a Multi-Employer Plan; no steps have been instituted by any 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 any of the Borrowers or any Subsidiary Borrower or any ERISA Affiliate affiliate of any material liability, fine or penalty; and none of the Borrowers nor any Subsidiary neither Borrower 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 Borrowers and their respective Subsidiaries delivered by Borrowers Borrower to Lender or on Schedule 4.06 attached heretoLender, none of the Borrowers nor any Subsidiary neither Borrower nor any ERISA Affiliate 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; none of neither the Borrowers 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; none of neither the Borrowers Company nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; none of neither the Borrowers Company nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; none of neither the Borrowers 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 any 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 any of the Borrowers Company or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and none of neither the Borrowers 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 Borrowers the Company and their respective its Subsidiaries delivered by Borrowers the Company to Lender or on Schedule 4.06 attached heretoLender, none of neither the Borrowers 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; none of the Borrowers 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; none of the Borrowers neither Borrower nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; none of the Borrowers neither Borrower nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; none of the Borrowers 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 any 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 any of the Borrowers Borrower or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and none of the Borrowers 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 Borrowers Borrower and their respective its Subsidiaries delivered by Borrowers Borrower to Lender or on Schedule 4.06 attached heretothe Agent and each Bank, none of the Borrowers neither Borrower nor any Subsidiary nor any ERISA Affiliate has any unfunded liability with respect to any Welfare Plan.

Pension and Welfare Plans. Each Pension Plan complies and Welfare Plan complies ------------------------- has been administered in accordance with all applicable Laws in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulationsrespects; no Reportable Event has occurred and is continuing with respect to any Pension PlanPlan which could have a Material Adverse Effect; none of the Borrowers nor any Subsidiary nor no Borrower, Other Subsidiary, or any ERISA Affiliate has withdrawn from any Multi-Employer employer Plan in a "complete withdrawal" or a "partial withdrawal" as defined in Sections Section 4203 or 4205 of ERISA, respectively; none of the Borrowers nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; none of the Borrowers nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to respectively which could have a Multi-Employer Plan; none of the Borrowers nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-Employer PlanMaterial Adverse Effect; no steps have been instituted by any Borrower or any Other Subsidiary or any ERISA Affiliate to terminate any Pension PlanPlan which could have a Material Adverse Effect; no contribution failure has occurred with respect to any Pension Plan which has resulted in the imposition of a Lien under Section 302(f) of ERISA upon any of the assets of a Borrower or Other Subsidiary; 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 the incurrence by any of the Borrowers a Borrower or any Other Subsidiary or any ERISA Affiliate of any material liability, fine or penaltypenalty which is material in amount; and none of the Borrowers nor any Subsidiary nor any no Borrower, Other Subsidiary, 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 Borrowers and their respective Subsidiaries delivered by Borrowers to Lender listed in Schedule 6.13, no Borrower, Other Subsidiary or on Schedule 4.06 attached hereto, none of the Borrowers nor any Subsidiary nor any ERISA Affiliate, to the extent that a Borrower or Other Subsidiary has joint and several liability with such ERISA Affiliate to pay such benefits, maintains or has any liability to pay any medical benefits under any employee welfare benefit plan within the meaning of Section 3(1) of ERISA to former employees thereof or to current employees with respect to 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), other than with respect to any Welfare Plancourse of treatment initiated on or prior to termination of employment.

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; none of the Borrowers nor any Subsidiary (iii) neither Borrower 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; none of the Borrowers nor any Subsidiary (iv) neither Borrower nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; none of the Borrowers nor any Subsidiary (v) neither Borrower nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; none of the Borrowers nor any Subsidiary (vi) neither Borrower nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-Employer Plan; (vii) no steps have been instituted by any 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 any of the Borrowers or any Subsidiary Borrower or any ERISA Affiliate of any material liability, fine or penalty; and none of the Borrowers nor any Subsidiary (ix) neither Borrower 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 Borrowers Borrower and their respective its Subsidiaries delivered by Borrowers Borrower to Lender or as disclosed on Schedule 4.06 attached hereto4.06, none of the Borrowers nor any Subsidiary neither Borrower 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; none of the Borrowers 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; none of the Borrowers neither Borrower nor any Subsidiary nor any or ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; none of the Borrowers 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; none of the Borrowers 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 any 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 any of the Borrowers Borrower or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and none of the Borrowers 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 Borrowers and their respective Subsidiaries delivered by Borrowers to Lender or on Schedule 4.06 10.6 attached hereto, none of the Borrowers 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; none of the Borrowers 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; none of the Borrowers neither Borrower nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; none of the Borrowers neither Borrower nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; none of the Borrowers 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 any 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 any of the Borrowers Borrower or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and none of the Borrowers 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 Borrowers Borrower and their respective its Subsidiaries delivered by Borrowers Borrower to Lender or on Schedule 4.06 attached heretoLender, none of the Borrowers 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; none of the Borrowers nor any Subsidiary no Borrower 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; none of the Borrowers nor any Subsidiary no Borrower nor any ERISA Affiliate affiliate has entered into an agreement pursuant to Section 4204 of ERISA; none of the Borrowers nor any Subsidiary no Borrower nor any ERISA Affiliate affiliate has in the past contributed to or currently contributes to a Multimulti-Employer Planemployer plan; none of the Borrowers nor any Subsidiary no Borrower 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 of the Borrowers or any Subsidiary Borrower or any ERISA Affiliate affiliate of any material liability, fine or penalty; and none of the Borrowers nor any Subsidiary no Borrower 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 the Borrowers and their respective Subsidiaries heretofore delivered by the Borrowers to Lender or on Schedule 4.06 attached heretothe Banks, none of the Borrowers nor any Subsidiary no Borrower nor any ERISA Affiliate affiliate has any liability with respect to any Welfare Planwelfare 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; none of the Borrowers 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; none of the Borrowers neither Borrower nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; none of the Borrowers neither Borrower nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; none of the Borrowers 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 any 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 any of the Borrowers Borrower or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and none of the Borrowers 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 Borrowers Borrower and their respective its Subsidiaries delivered by Borrowers Borrower to Lender or on Schedule 4.06 attached heretoBank, none of the Borrowers 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; none of neither the Borrowers 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; none of neither the Borrowers Company nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; none of neither the Borrowers Company nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; none of neither the Borrowers 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 any 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 any of the Borrowers Company or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and none of neither the Borrowers 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 Borrowers the Company and their respective its Subsidiaries delivered by Borrowers the Company to Lender or on Schedule 4.06 attached heretothe Agent and each Lender, none of neither the Borrowers 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 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; none of the Borrowers 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; none of the Borrowers neither Borrower nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; none of the Borrowers neither Borrower nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; none of the Borrowers 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 any 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 any of the Borrowers Borrower or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and none of the Borrowers 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 Borrowers Borrower and their respective its Subsidiaries delivered by Borrowers Borrower to Lender or on Schedule 4.06 attached heretoLender, none of the Borrowers 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; none of the Borrowers 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; none of the Borrowers neither Borrower nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; none of the Borrowers neither Borrower nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; none of the Borrowers 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 any 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 any of the Borrowers Borrower or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and none of the Borrowers 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 Borrowers Borrower and their respective its Subsidiaries delivered by Borrowers Borrower to Lender or on Schedule 4.06 attached heretoLender, none of the Borrowers 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; none of neither the Borrowers nor any Subsidiary Borrower 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; none of , with respect to which the Borrowers nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; none of the Borrowers nor any Subsidiary nor any ERISA Affiliate has in the past contributed to Borrower or currently contributes to a Multi-Employer Plan; none of the Borrowers 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 any 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 any of the Borrowers or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and none of the Borrowers nor any Subsidiary Borrower 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 the consolidated financial statements of Borrowers listed in Item ---- 6.16 ("Pension and their respective Subsidiaries delivered by Borrowers to Lender or on Schedule 4.06 attached hereto, none Welfare Plans") of the Borrowers nor any Subsidiary Disclosure Schedule, neither the ---- ------------------------- Borrower 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. (a) 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; none of neither the Borrowers nor any Subsidiary Issuer 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; none of neither the Borrowers nor any Subsidiary Issuer nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; none of neither the Borrowers nor any Subsidiary Issuer nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; none of neither the Borrowers nor any Subsidiary Issuer nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-Employer Plan; no steps have been instituted by any Borrower or any Subsidiary the Issuer 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 any of the Borrowers or any Subsidiary Issuer or any ERISA Affiliate of any material liability, fine or penalty; and none of neither the Borrowers nor any Subsidiary Issuer nor any ERISA Affiliate is a "“contributing sponsor" ” as defined in Section 4001(a)(13) of ERISA of a "single-“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 Borrowers the Issuer and their respective its Subsidiaries delivered by Borrowers the Issuer to Lender or on Schedule 4.06 attached heretoeach Purchaser, none of neither the Borrowers nor any Subsidiary Issuer nor any ERISA Affiliate has any unfunded liability with respect to any Welfare Plan. (b) The consummation of the transactions contemplated hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code.

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; none of the Borrowers nor any Subsidiary neither either Borrower 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; none of the Borrowers nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant , with respect to Section 4204 of ERISA; none of the Borrowers nor any Subsidiary nor any ERISA Affiliate has in the past contributed to which either Borrower or currently contributes to a Multi-Employer Plan; none of the Borrowers 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 any 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 the incurrence by any of the Borrowers or any Subsidiary or any ERISA Affiliate of any material liability, fine or penaltythat is reasonably likely to have a Material Adverse Effect; and none of the Borrowers nor any Subsidiary neither either Borrower 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 that 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 Borrowers and their respective Subsidiaries delivered by Borrowers to Lender or on listed in Schedule 4.06 attached hereto4.19, none of the Borrowers nor any Subsidiary neither either Borrower nor any ERISA Affiliate Affiliate, to the extent there is joint and several liability with either 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 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. (b) Each Canadian Pension Plan is ongoing and complies, and has been administered in compliance, in all material respects, with all applicable legislation and governmental rules and regulations (collectively, "Canadian Pension Laws") including, without limitation, pension benefits standards legislation and the Income Tax Act (Canada) and any applicable provincial legislation. Each Canadian Pension Plan is in good standing under Canadian Pension Laws, and no events have occurred which would reasonably be expected to impair such status. There has been no payment out of the pension fund held in respect of any Canadian Pension Plan except for the purpose of paying or arranging for the payment of authorized benefits or the proper expenses of any Canadian Pension Plan in accordance with its terms and Canadian Pension Laws. Except as listed in Schedule 4.19, no steps have been instituted by a Borrower and neither Borrower has acquiesced in any action by another Person which could result in the termination, in whole or in part, of any Canadian Pension Plan, whether by declaration by any governmental authority or otherwise. All contributions have been made to each Canadian Pension Plan in accordance with the terms of such Canadian Pension Plan and the recommended funding requirements disclosed in any actuarial valuations or reports pertaining to such Canadian Pension Plan and no contribution failure has occurred with respect to any Welfare Canadian Pension Plan sufficient to give rise to any liability, to constitute an offense or to jeopardize the registration of any Canadian Pension Plan under any Canadian Pension Laws. As of October 31, 1997, no Canadian Pension Plan which is required to be registered under Canadian Pension Laws had a "solvency deficiency" as defined and determined in accordance with any Canadian Pension Laws. No material actions, suits, claims or proceedings are pending or, to the knowledge of either Borrower, threatened in respect of any Canadian Pension Plan, other than routine uncontested claims for benefits. No condition exists or transaction has occurred in connection with any Canadian Pension Plan which could result in the incurrence by either Borrower or any other Obligor of any material liability, fine or penalty. Where a Canadian Pension Plan is required to be registered under applicable Canadian Pension Law, either such Canadian Pension Plan is duly registered or timely application for such registration has been made.

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; none of neither the Borrowers 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; none of neither the Borrowers Company nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; none of neither the Borrowers Company nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; none of neither the Borrowers 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 any 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 any of the Borrowers Company or any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and none of neither the Borrowers 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 Borrowers the Company and their respective its Subsidiaries delivered by Borrowers the Company to Lender or on Schedule 4.06 attached heretothe Agent and each Lender, none of neither the Borrowers Company nor any Subsidiary nor any ERISA Affiliate has any liability with respect to any Welfare Plan.