Common use of Pension and Welfare Plans Clause in Contracts

Pension and Welfare Plans. During the consecutive twelve-month period prior to each date as of which the following representations are made or deemed made, and prior to the date of any Borrowing hereunder, no steps have been taken 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 or Section 412 of the Code; no condition exists or event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty and none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse Effect, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

Pension and Welfare Plans. (a) During the consecutive twelve-consecutive-month period prior to each date as of which the following representations are made or deemed made, and prior to the date of any Borrowing hereunderthe execution and delivery of this Agreement, (i) no steps have been taken to terminate any Pension Plan; Plan and (ii) no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code; no ERISA. No condition exists or event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries or any member of the Controlled Group Parent of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penalty and none of the following events or conditions, either individually or in the aggregate, penalty. Parent has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group has any no contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse EffectPlan, other than liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA. (b) All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by Parent or any other member of the Controlled Group under the terms of such Multiemployer Pension Plan or of any collective bargaining agreement or by applicable law; neither Parent nor any member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred any withdrawal liability with respect to any Multiemployer Pension Plan, or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any Multiemployer Pension Plan, and no condition has occurred which, if continued, might result in a withdrawal or partial withdrawal from any Multiemployer Pension Plan; and neither Parent nor any member of the Controlled Group has received any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any Multiemployer Pension Plan is or has been funded at a rate less than that required under Section 412 of the Code, that any Multiemployer Pension Plan is or may be terminated, or that any Multiemployer Pension Plan is or may become insolvent. (c) All contributions required under applicable law have been made in respect of all pension plans of UR Canada and each of its Subsidiaries and each such pension plan is fully funded on an ongoing and termination basis.

Pension and Welfare Plans. (a) During the consecutive twelve-consecutive-month period prior to each date as of which the following representations are made or deemed made, and prior to the date of the execution and delivery of this Agreement or the making of any Borrowing Loan hereunder, (i) no steps have been taken to terminate any Pension Plan; Plan and (ii) no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien lien under Section 302(f) of ERISA or Section 412 of the Code; no ERISA. No condition exists or event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries or any member of the Controlled Group Company of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penalty and none of the following events or conditions, either individually or in the aggregate, penalty. The Company has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group has any no contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse EffectPlan, other than liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA. (b) All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by the Company or any other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable law; neither the Company nor any member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred any withdrawal liability with respect to any such plan, received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which, if continued, might result in a withdrawal or partial withdrawal from any such plan; and neither the Company nor any member of the Controlled Group has received any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent.

Pension and Welfare Plans. During the consecutive twelve-month period prior to each date as of which the following representations are made or deemed made, Each Pension Plan and prior to the date of any Borrowing hereunder, no steps have been taken to terminate any Pension PlanWelfare Plan complies in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no contribution failure 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 sufficient 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 give rise Section 4204 of ERISA; neither Borrower nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Lien under Section 302(f) of 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 Section 412 of the Codeany Subsidiary or any ERISA Affiliate to terminate any Pension Plan (other than a Defined Contribution Plan); no condition exists or event or transaction has occurred in connection with respect to any Pension Plan, Multi-Employer Plan or Welfare Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries Subsidiary or any member of the Controlled Group ERISA Affiliate of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penalty penalty; and none 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 following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability consolidated financial statements of Borrower and its Subsidiaries delivered by Borrower to the Agent and each Lender, neither Borrower or nor any of its Subsidiaries or Subsidiary nor any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group Affiliate has any contingent unfunded liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse Effect, other than liability for continuation coverage described in Part 6 of Title I of ERISAPlan.

Pension and Welfare Plans. During Each Pension Plan and Welfare Plan complies with ERISA and all other applicable statutes and governmental rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower nor any Subsidiary of 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; 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 consecutive twelvepast contributed to or currently contributes to a Multi-month period prior Employer Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to each date as of which the following representations are made or deemed made, and prior to the date of any Borrowing hereunder, a Multi-Employer Plan; no steps have been taken 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 or Section 412 of the Code; no condition exists or event or transaction has occurred in connection with respect to any Pension Plan, Multi-Employer Plan or Welfare Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries Subsidiary or any member of the Controlled Group ERISA Affiliate of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penalty penalty; and none neither Borrower nor any Subsidiary nor any ERISA Affiliate is a "contributing sponsor" as defined in Section 4001(a)(13) of the following events ERISA of a "single-employer plan" as defined in Section 4001(a)(15) of ERISA which has two (2) or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to the more contributing sponsors at least two (2) of whom are not under common control. Neither Borrower or nor any of its Subsidiaries or Subsidiary nor any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group Affiliate has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse Effect, other than liability for continuation coverage described in Part 6 of Title I of ERISAPlan.

Pension and Welfare Plans. (a) During the consecutive twelve-consecutive-month ------------------------- period prior to each date as of which the following representations are made or deemed made, and prior to the date of the execution and delivery of this Agreement or the making of any Borrowing Loan hereunder, (i) no steps have been taken to terminate any Pension Plan; Plan and (ii) no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien lien under Section 302(f) of ERISA or Section 412 of the Code; no ERISA. No condition exists or event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries or any member of the Controlled Group Company of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penalty and none of the following events or conditions, either individually or in the aggregate, penalty. The Company has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group has any no contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse EffectPlan, other than liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA. (b) All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by the Company or any other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable law; neither the Company nor any member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred any withdrawal liability with respect to any such plan, received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which, if continued, might result in a withdrawal or partial withdrawal from any such plan; and neither the Company nor any member of the Controlled Group has received any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent.

Pension and Welfare Plans. During the consecutive twelve-month period prior to each date as of which the following representations are made or deemed made, and prior to the date of any Borrowing hereunder, no steps have been taken 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 or Section 412 of the Code; no condition exists or event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries Midwest or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty and none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries Midwest or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries Midwest or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries Midwest or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries Midwest or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or Neither Midwest nor any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse EffectEffect on Midwest, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

Pension and Welfare Plans. During 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 consecutive twelvepast 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-month period prior to each date as of which the following representations are made or deemed made, and prior to the date of any Borrowing hereunder, Employer Plan; no steps have been taken 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 or Section 412 of the Code; no condition exists or event or transaction has occurred in connection with respect to any Pension Plan, Multi-Employer Plan or Welfare Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries Subsidiary or any member of the Controlled Group ERISA Affiliate of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penalty penalty; and none 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 following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability consolidated financial statements of Borrower and its Subsidiaries delivered by Borrower to the Banks, neither Borrower or nor any of its Subsidiaries or Subsidiary nor any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group Affiliate has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse Effect, other than liability for continuation coverage described in Part 6 of Title I of ERISAPlan.

Pension and Welfare Plans. During 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 consecutive twelvepast contributed to or currently contributes to a Multi-month period prior Employer Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to each date as of which the following representations are made or deemed made, and prior to the date of any Borrowing hereunder, a Multi-Employer Plan; no steps have been taken 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 or Section 412 of the Code; no condition exists or event or transaction has occurred in connection with respect to any Pension Plan, Multi-Employer Plan or Welfare Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries Subsidiary or any member of the Controlled Group ERISA Affiliate of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penalty penalty; and none 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 following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability consolidated financial statements of Borrower and its Subsidiaries delivered by Borrower to the Banks, neither Borrower or nor any of its Subsidiaries or Subsidiary nor any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group Affiliate has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse Effect, other than liability for continuation coverage described in Part 6 of Title I of ERISAPlan.

Pension and Welfare Plans. During the consecutive twelve-month period prior Each Pension Plan complies and has been administered in accordance with all applicable Laws in all material respects; no Reportable Event has occurred and is continuing with respect to each date as of any Pension Plan which the following representations are made or deemed madecould have a Material Adverse Effect; no Borrower, and prior to the date Subsidiary of any Borrowing hereunderBorrower, nor any ERISA Affiliate has withdrawn from any Multi-employer Plan in a "complete withdrawal" or a "partial withdrawal" as defined in Section 4203 or 4205 of ERISA, respectively which could have a Material Adverse Effect; no steps have been taken instituted by any Borrower or its Subsidiary to terminate any Pension PlanPlan which could have a Material Adverse Effect; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to which has resulted in the imposition of a Lien under Section 302(f) of ERISA or Section 412 upon any of the Codeassets of a Borrower or its Subsidiary; no condition exists or event or transaction has occurred in connection with respect to any Pension Plan or Multiemployer Plan which could reasonably be expected to result in the incurrence by a Borrower or its Subsidiary or any ERISA Affiliate of any liability, fine or penalty which is material in amount; and no Borrower, Subsidiary of any 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 listed in Schedule 4.13, no Borrower, Subsidiary of any Borrower, or any ERISA Affiliate, to the extent that a Borrower or any of its Subsidiaries has joint and several liability with such ERISA Affiliate to pay such benefits, maintains or has any member 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 Controlled Group termination of any material liability their employment (other than liabilities incurred in as required by Section 4980B of the ordinary course Code or Part 6 of maintaining the Pension PlanSubtitle B of Title 1 of ERISA), fine or penalty and none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group has any contingent liability other than with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected course of treatment initiated on or prior to have a Material Adverse Effect, other than liability for continuation coverage described in Part 6 termination of Title I of ERISAemployment.

Pension and Welfare Plans. (a) During the consecutive twelve-consecutive-month period prior to each date as of which the following representations are made or deemed made, and prior to the date of the execution and delivery of this Agreement or the making of any Borrowing Loan hereunder, (i) no steps have been taken to terminate any Pension Plan; Plan and (ii) no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code; no ERISA. No condition exists or event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries or any member of the Controlled Group Parent of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penalty and none of the following events or conditions, either individually or in the aggregate, penalty. Parent has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group has any no contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse EffectPlan, other than liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA. (b) All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by Parent or any other member of the Controlled Group under the terms of such Multiemployer Pension Plan or of any collective bargaining agreement or by applicable law; neither Parent nor any member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred any withdrawal liability with respect to any Multiemployer Pension Plan, or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any Multiemployer Pension Plan, and no condition has occurred which, if continued, might result in a withdrawal or partial withdrawal from any Multiemployer Pension Plan; and neither Parent nor any member of the Controlled Group has received any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any Multiemployer Pension Plan is or has been funded at a rate less than that required under Section 412 of the Code, that any Multiemployer Pension Plan is or may be terminated, or that any Multiemployer Pension Plan is or may become insolvent. (c) All contributions required under applicable law have been made in respect of all pension plans of UR Canada and each of its Subsidiaries and each such pension plan is fully funded on an ongoing and termination basis.

Pension and Welfare Plans. During the consecutive twelve-month period prior to each date as of which the following representations are made or deemed made, and prior to the date The occurrence of any Borrowing hereunder, no steps have been taken to terminate any Pension Plan; no contribution failure has occurred of the ------------------------- following: a Reportable Event with respect to any Pension Plan for which the 30-day notice has not been waived; the institution of any steps by the Company, any of its Subsidiaries, any ERISA Affiliate, the PBGC or any other Person to terminate any Pension Plan if such termination would be reasonably likely to result in a liability of $5,000,000 or more in excess of any remaining contributions to such Pension Plan due from the Company, any of its Subsidiaries or any ERISA Affiliate for the year in which such termination occurs; the institution of any steps by the Company, any of its Subsidiaries, or any ERISA Affiliate to withdraw from any Pension Plan if such withdrawal would be reasonably likely to result in a liability of $5,000,000 or more in excess of any remaining contributions to such Pension Plan due from the Company, any of its Subsidiaries or any ERISA Affiliate for the year in which such withdrawal occurs; the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section section 302(f) of ERISA; the taking of any action with respect to a Pension Plan which would reasonably be expected to result in the requirement that the Company, any of its Subsidiaries or any ERISA Affiliate furnish a bond or Section 412 other security to the PBGC or to such Pension Plan; the occurrence of the Code; no condition exists or any event or transaction has occurred with respect to any Pension Plan which could would be reasonably be expected likely to result in the incurrence by the Borrower or Company, any of its Subsidiaries or any member of the Controlled Group ERISA Affiliate of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penalty and none of the following events or conditionsin an aggregate amount that, either individually or in the aggregateaggregate for all such liabilities, has resulted fines and penalties, would have a Materially Adverse Effect; the occurrence of any event that would constitute a complete or is partial withdrawal from a Multiemployer Plan by the Company, any of its Subsidiaries or any ERISA Affiliate if such withdrawal would be reasonably likely to result in a material liability of $5,000,000 or more in excess of any remaining contribution to such Multiemployer Plan due from the Borrower or Company, any of its Subsidiaries or any member of ERISA Affiliate for the Controlled Group: (i) a Reportable Eventyear in which such withdrawal occurs; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were amendment to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to welfare plan that would have a Material Materially Adverse Effect, other than liability for continuation coverage described in Part 6 of Title I of ERISA.;

Pension and Welfare Plans. During Except as disclosed in Item 5 ("Benefit Plans") of the consecutive twelveDisclosure Schedule (a) neither the Borrower nor any Subsidiary or Commonly Controlled Entity has assumed any liability under any employee benefit plan, fund, program, arrangement, agreement or commitment maintained by or on behalf of or contributed to by or on behalf of any entity or trade or business which, together with any of such corporations, is treated as a single employer under Sections 414(b), (c), (m) or (o) of the IRC. Neither the Borrower nor any Subsidiary or Commonly Controlled Entity shall be subject (directly or indirectly) to any liability, tax or penalty whatsoever to any person whomsoever with respect to any employee benefit plan, fund, program, arrangement, agreement or commitment described in clause (i) or (ii) of the immediately preceding sentence. (b) No Reportable Event which could result in a Material Adverse Change has occurred during the six-month year period prior to each date as of which the following representations are made or deemed made, and prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan. The Borrower, each Commonly Controlled Entity, each Subsidiary, each Plan, and each trust maintained pursuant to any such Plan have complied in all material respects with the applicable provisions of ERISA, the IRC, and any Borrowing hereunderother applicable laws. Except as disclosed in Item 5 ("Benefit Plans") of the Disclosure Schedule, the present value of all "benefit liabilities" (within the meaning of Section 4001(a)(16) of ERISA) under each Single Employer Plan maintained by the Borrower, any Subsidiary or any Commonly Controlled Entity (based on those assumptions that would be used in a termination of each such Plan) did not, as of the last annual valuation date for which an actuarial valuation report has been done, exceed the value of the assets of such Plan as of such date. Except as disclosed in such Item 5, neither the Borrower nor any Commonly Controlled Entity or Subsidiary has incurred any liability to the PBGC or to any other Person under Section 4062, 4063 or Section 4064 of ERISA on account of the termination of, or its withdrawal from, a Single Employer Plan, and no steps have Lien has been taken imposed on the assets of the Borrower or any Commonly Controlled Entity or Subsidiary under Section 4068 of ERISA. To the knowledge of the Borrower and any Commonly Controlled Entities and Subsidiaries, there does not exist any event or condition which would permit the institution of proceedings to terminate any Pension Plan; Single Employer Plan pursuant to Section 4042 of ERISA. Except as disclosed in Item 5 of the Disclosure Schedule, no contribution failure has occurred "accumulated funding deficiency" (as defined in Section 302 of ERISA or Section 412 of IRC), whether or not waived, exists with respect to any Pension Plan. The Borrower and each Commonly Controlled Entity and Subsidiary have timely made in full each quarterly installment payment to any Pension Plan sufficient to give rise to a Lien required under Section 302(f302(e) of ERISA or Section 412(m) of the IRC and have also made full and timely payment of any other costs or expenses related to such a Plan. The Borrower and all Commonly Controlled Entities and Subsidiaries have made full and timely payment of all contributions to Multiemployer Plans required under ERISA, the IRC or applicable collective bargaining agreements. Neither the Borrower nor any Commonly Controlled Entity or Subsidiary has had a complete or partial withdrawal from any Multiemployer Pension Plan and the liability to which the Borrower or any Commonly Controlled Entity or Subsidiary would become subject under ERISA if the Borrower or any such Commonly Controlled Entity or Subsidiary were to withdraw completely from all Multiemployer Pension Plans as of the valuation date most closely preceding the date hereof is not in excess of $100,000. No such Multiemployer Pension Plan has been terminated or is in Reorganization or Insolvent, nor, to the knowledge of the Borrower and any Commonly Controlled Entities and Subsidiaries, is any such Multiemployer Pension Plan likely to be terminated or to become in Reorganization or Insolvent. To the knowledge of the Borrower and any Commonly Controlled Entities and Subsidiaries, no "accumulated funding deficiency" (as defined in Section 302 of ERISA or Section 412 of the Code; no condition IRC), whether or not waived, exists or event or transaction has occurred with respect to any Pension Plan Multiemployer Plan. The present value (determined using assumptions which could reasonably be expected to result are reasonable in respect of the incurrence by benefits provided and the employees participating) of the aggregate liability of the Borrower or and each Subsidiary and Commonly Controlled Entity for post-retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) is not in excess of $100,000. No written notice of liability has been received with respect to the Borrower, any of its Subsidiaries Subsidiaries, or any member Plan for any "prohibited transaction" (within the meaning of Section 4975 of the Controlled Group IRC or Section 406 of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension PlanERISA), fine or penalty and none of the following events or conditions, either individually or nor has any such prohibited transaction resulting in the aggregate, has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries occurred. Neither the Borrower nor any Subsidiary or any member Commonly Controlled Entity will, as a result of consummating the transactions contemplated by this Agreement (pursuant to the provisions of the Controlled Group: Agreement, by operation of law or otherwise) (i) a Reportable Event; have incurred or become liable for any tax assessed by the Internal Revenue Service for any alleged violations of Section 4975 of the IRC or any civil penalty imposed by the Department of Labor for any alleged violations of Section 406 of ERISA, (ii) a have caused or permitted to occur any "prohibited transaction" within the meaning of such Section 4975 of the IRC or Section 406 of ERISA with respect to any Plan for which no exemption is available or (iii) have incurred any liability to the PBGC (other than ordinary and usual PBGC premium liability) or any liability for complete or partial withdrawal from to any Multiemployer Plan by Plan. Neither the Borrower nor any Subsidiary is subject (directly or indirectly) to, and no facts exist which could subject the Borrower or any Subsidiary (directly or indirectly) to, any other liability, penalty, tax or lien whatsoever, which could result in a Material Adverse Change and which is directly or indirectly related to any Plan, including, but not limited to, liability for any damages or penalties arising under Title I or Title IV of its Subsidiaries ERISA, liability for any tax or penalty resulting from a loss of deduction under Section 404 or 419 of the IRC, any tax or penalty under chapter 43 of the IRC, or any member of the Controlled Group; (iii) taxes or penalties under any other applicable law, but excluding any liability of to make contributions or pay premiums to or under an ongoing Plan before the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the last due date on which this representation is such contributions or premiums could be paid or made without penalty or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group has any contingent liability to pay benefits when due in accordance with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse Effect, other than liability for continuation coverage described in Part 6 of Title I of ERISAterms.

Pension and Welfare Plans. During (a) Except as set forth on Schedule 7.10, during the consecutive twelve-consecutive-month period prior to each date as of which the following representations are made or deemed made, and prior to the date of any Borrowing hereunderClosing Date, no steps have been taken by the Borrower or any other Controlled Group member (i) to terminate or completely or partially withdraw from any Pension Plan or (ii) terminate any Welfare Plan; , which termination could be reasonably expected to give rise to a liability of the Borrower or any other Controlled Group member in excess of $20,000,000 for any Controlled Group member (other than the Borrower) or in excess of $65,000,000 for the Borrower, and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien exceeding $20,000,000 on behalf of any Controlled Group member (other than the Borrower) or $65,000,000 on behalf of the Borrower under Section section 302(f) of ERISA and no contribution failure in excess of $20,000,000 has occurred on behalf of any Controlled Group member (other than the Borrower) or Section 412 in excess of $65,000,000 on behalf of the Code; Borrower; (b) except as set forth on Schedule 7.10, to the best of the Borrower's knowledge, no condition exists exists, or event or transaction has occurred occurred, with respect to any Pension Plan which could reasonably be expected to might result in the incurrence by the Borrower or any of its Subsidiaries or any other member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine fine, Tax or penalty and none of the following events or conditionswhich could be reasonably expected to have a Material Adverse Effect; (c) except as set forth on Schedule 7.10, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to neither the Borrower or nor any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any other member of the Controlled Group has any vested or contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse EffectPlan, other than liability for continuation coverage described in Part 6 of Title I of ERISA; (d) except as set forth on Schedule 7.10, with respect to each Pension Plan maintained or contributed to by the Borrower or any other Controlled Group member which is intended to qualify under section 401 of the Code, a favorable determination letter has been received from the Internal Revenue Service stating that such Pension Plan so qualifies and nothing has occurred since the date of issuance of such determination letter which would cause any such Pension Plan to cease to qualify under section 401 of the Code; (e) no Pension Plan maintained by the Borrower or any other member of the Controlled Group is a "multiemployer plan" as defined in section 4001 of ERISA; and CHAR_1\F:\DOCS\KAM\BANKING\218148_8 55 (f) except as disclosed in Schedule 7.10, no Pension Plan maintained by or contributed to by the Borrower or any other member of the Controlled Group and subject to section 302 of ERISA or section 412 of the Code has incurred an accumulated funding deficiency as defined in section 302(a)(2) of ERISA and section 412(a) of the Code in excess of $20,000,000 on behalf of any Controlled Group member (other than the Borrower) or in excess of $65,000,000 on behalf of the Borrower, whether or not waived.

Pension and Welfare Plans. (a) During the consecutive twelve-consecutive-month period prior to each date as the Effective Date of which the following representations are made or deemed made, this Agreement and prior to the date of any Borrowing hereunder, no steps have been taken to terminate or completely or partially withdraw from any Pension Plan or Welfare Plan; , and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien on any assets of the Borrower or its Subsidiaries under Section section 302(f) of ERISA or Section 412 of the Code; ERISA; (b) no condition exists or event or transaction has transactions have occurred with respect to any Pension Plan which could reasonably be expected to might result in the incurrence by the Borrower or any of its Subsidiaries or any other member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine fine, Tax or penalty and none of which reasonably could have a Material Adverse Effect; (c) except as disclosed in Schedule 9.11 or the following events or conditionsfinancial ------------- statement referred to in Section 9.6, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to neither the Borrower or nor any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any ----------- member of the Controlled Group has any vested or contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse EffectPlan, other than liability for continuation coverage described in Part 6 of Title I of ERISA; (d) with respect to each Pension Plan maintained or contributed to by the Borrower which is intended to qualify under Section 401(a) of the Code, a favorable determination letter has been received from the Internal Revenue Service stating that such Pension Plan so qualifies and nothing has occurred since the date of issuance of such determination letter which would cause any such Pension Plan to cease to qualify under Section 401(a) of the Code; (e) each fiduciary (as defined in section 3(21) of ERISA) with respect to any Pension Plan or Welfare Plan and any Person who handles funds of any Pension Plan or Welfare Plan is bonded to the extent required under section 412 of ERISA; and (f) no Pension Plan maintained by or contributed to by the Borrower or any other member of the Controlled Group and subject to section 302 of ERISA or section 412 of the Code has incurred an accumulated funding deficiency as defined in section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived.

Pension and Welfare Plans. During the consecutive twelve-month period prior to each date as of which the following representations are made or deemed made, and prior to the date of any Borrowing hereunder, no steps have been taken 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 or Section 412 of the Code; no condition exists or event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries Holdings or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty and none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries Holdings or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries Holdings or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries Holdings or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries Holdings or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or Neither Holdings nor any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse EffectEffect on Holdings, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

Pension and Welfare Plans. During Each Borrower and each of its Plans are in compliance with ERISA and the consecutive twelve-month period prior to each date as of which the following representations are made or deemed made, Code and prior to the date of such Borrower has not incurred any Borrowing hereunder, no steps have been taken to terminate any Pension Plan; no contribution failure has occurred accumulated funding deficiency with respect to any Pension 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 give rise 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 "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 such Plan. No such Plan or trust created thereunder, or party in interest (as defined in Section 3(14) of ERISA), or any fiduciary (as defined in Section 3(21) of ERISA), has engaged in a Lien under "prohibited transaction" (as such term is defined in Section 302(f) 406 of ERISA or Section 412 4975 of the Code; no condition exists or event or transaction has occurred with respect to any Pension ) which would subject such Plan which could reasonably be expected to result in the incurrence by the Borrower or any other Plan of its Subsidiaries either Borrower, any trust created thereunder, or any member 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 Controlled Group of Code. Neither Borrower is a participant in, nor is such Borrower obligated to make any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)payment to, fine or penalty and none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None Except as disclosed in Item 6.12 ("Employee Benefit Plans") of the Disclosure Schedule, neither such Borrower or any of its Subsidiaries or nor any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse EffectPlan, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

Pension and Welfare Plans. During (a) Each Pension Plan complies, and has been administered in compliance, in all material respects, with all applicable statutes and governmental rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither the consecutive twelve-month period prior Borrower nor PAAC nor any ERISA Affiliate of either has withdrawn from any Multiemployer Plan in a "complete withdrawal" or a "partial withdrawal" as defined in section 4203 or 4205 of ERISA, respectively, with respect to each date as of which the following representations are made Borrower, PAAC or deemed made, and prior to the date any ERISA Affiliate of either has any Borrowing hereunder, unsatisfied liability; no steps have been taken instituted 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 section 302(f) of ERISA or Section 412 of the CodeERISA; no condition exists or event or transaction has occurred in connection with respect to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty and none of the following events or conditions, either individually or in the aggregate, has resulted or Multiemployer Plan that is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse Effect; and neither the Borrower nor PAAC nor any ERISA Affiliate of either 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 that has two or more contributing sponsors at least two of whom are not under common control. Except as listed in Item 6.16 ("Pension and Welfare Plans") of the Disclosure Schedule, neither the Borrower nor 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 claims incurred after the termination of their employment other than liability for continuation coverage described in as required by section 4980B of the Code or Part 6 of Subtitle B of Title I 1 of ERISA. (b) PCICC has entered into the Pension Transfer Agreement referred to in the definition of "Acquisition Agreements" based (i) on a review to its satisfaction of actuarial information requested by, and provided to, it by the Canadian Seller, together with such other material as is referred to in Section 3.1(12) of the Purchase Agreement and (ii) on the representations of the Canadian Seller set forth in Sections 3.1(12) and (13) of the Purchase Agreement, pursuant to which PCICC will establish a Canadian Pension Plan, to become effective October 31, 1997, which Canadian Pension Plan will receive assets from prior pension plans for which the Canadian Seller was liable equal to the greater of the going concern liabilities and the solvency liabilities in respect of the initial participants as of October 31, 1997, such assets to be computed (A) on the basis of the actuarial assumptions and methods specified in the applicable legislation and the most recent actuarial valuations for the prior pension plans and (B) subject to the approval of the relevant authorities.

Pension and Welfare Plans. (a) During the consecutive twelve-consecutive-month period prior to each date as of which the following representations are made or deemed made, Third Restatement Date and prior to the date of any Borrowing Loan hereunder, no steps have been taken to terminate any Single Employer Pension Plan; Plan or Welfare Plan or completely or partially withdraw from any Pension Plan which termination or withdrawal is reasonably likely to have a Material Adverse Effect and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section section 302(f) of ERISA or Section 412 of the Code; ERISA; (b) no condition exists or event or transaction has occurred with respect to any Single Employer Pension Plan or Multiemployer Pension Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries or any other member of the Controlled Group of any material liability liability, fine, Tax or penalty; (other than liabilities incurred c) except as disclosed in the ordinary course of maintaining the Pension Plan)Schedule 7.11, fine or penalty and none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to neither the Borrower or nor any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any other member of the Controlled Group has any material vested or contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse EffectPlan, other than liability for continuation coverage described in Part 6 of Title I of ERISA; (d) with respect to each Single Employer Pension Plan maintained or contributed to by Borrower or any other Controlled Group member which is intended to qualify under section 401 of the Code, a favorable determination letter has been received from the Internal Revenue Service stating that such Pension Plan so qualifies and the Borrower is not aware of anything that has occurred since the date of issuance of such determination letter which could reasonably be expected to cause any such Single Employer Pension Plan to cease to qualify under section 401 of the Code; and (e) no Single Employer Pension Plan maintained by or contributed to by the Borrower or any other member of the Controlled Group and subject to section 302 of ERISA or section 412 of the Code has incurred an accumulated funding deficiency as defined in section 302(a)(2) of ERISA and section 412(a) of the Code, whether or not waived.

Pension and Welfare Plans. During (a) Except as set forth on Schedule 7.10, during the consecutive twelve-consecutive-month period prior to each date as of which the following representations are made or deemed made, and prior to the date of any Borrowing hereunderClosing Date, no steps have been taken by the Borrower or any other Controlled Group member (i) to terminate or completely or partially withdraw from any Pension Plan or (ii) terminate any Welfare Plan; , which termination could be reasonably expected to give rise to a liability of the Borrower or any other Controlled Group member in excess of $20,000,000 for any Controlled Group member (other than the Borrower) or in excess of $65,000,000 for the Borrower, and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien exceeding $20,000,000 on behalf of any Controlled Group member (other than the Borrower) or $65,000,000 on behalf of the Borrower under Section section 302(f) of ERISA and no contribution failure in excess of $20,000,000 has occurred on behalf of any Controlled Group member (other than the Borrower) or Section 412 in excess of $65,000,000 on behalf of the Code; Borrower; (b) except as set forth on Schedule 7.10, to the best of the Borrower's knowledge, no condition exists exists, or event or transaction has occurred occurred, with respect to any Pension Plan which could reasonably be expected to might result in the incurrence by the Borrower or any of its Subsidiaries or any other member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine fine, Tax or penalty and none of the following events or conditionswhich could be reasonably expected to have a Material Adverse Effect; (c) except as set forth on Schedule 7.10, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to neither the Borrower or nor any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any other member of the Controlled Group has any vested or contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse EffectPlan, other than liability for continuation coverage described in Part 6 of Title I of ERISA; (d) except as set forth on Schedule 7.10, with respect to each Pension Plan maintained or contributed to by the Borrower or any other Controlled Group member which is intended to qualify under section 401 of the Code, a favorable determination letter has been received from the Internal Revenue Service stating that such Pension Plan so qualifies and nothing has occurred since the date of issuance of such determination letter which would cause any such Pension Plan to cease to qualify under section 401 of the Code; (e) no Pension Plan maintained by the Borrower or any other member of the Controlled Group is a "multiemployer plan" as defined in section 4001 of ERISA; and (f) except as disclosed in Schedule 7.10, no Pension Plan maintained by or contributed to by the Borrower or any other member of the Controlled Group and subject to section 302 of ERISA or section 412 of the Code has incurred an accumulated funding deficiency as defined in section 302(a)(2) of ERISA and section 412(a) of the Code in excess of $20,000,000 on behalf of any Controlled Group member (other than the Borrower) or in excess of $65,000,000 on behalf of the Borrower, whether or not waived.

Pension and Welfare Plans. (a) During the consecutive twelve-consecutive-month period prior to each date as of which the following representations are made or deemed made, Fourth Restatement Date and prior to the date of any Borrowing Loan hereunder, no steps have been taken to terminate any Single Employer Pension Plan; Plan or Welfare Plan or completely or partially withdraw from any Pension Plan which termination or withdrawal is reasonably likely to have a Material Adverse Effect and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section section 302(f) of ERISA or Section 412 of the Code; ERISA; (b) no condition exists or event or transaction has occurred with respect to any Single Employer Pension Plan or Multiemployer Pension Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries or any other member of the Controlled Group of any material liability liability, fine, Tax or penalty; (other than liabilities incurred c) except as disclosed in the ordinary course of maintaining the Pension Plan)Schedule 7.11, fine or penalty and none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to neither the Borrower or nor any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any other member of the Controlled Group has any material vested or contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse EffectPlan, other than liability for continuation coverage described in Part 6 of Title I of ERISA; (d) with respect to each Single Employer Pension Plan maintained or contributed to by Borrower or any other Controlled Group member which is intended to qualify under section 401 of the Code, a favorable determination letter has been received from the Internal Revenue Service stating that such Pension Plan so qualifies and the Borrower is not aware of anything that has occurred since the date of issuance of such determination letter which could reasonably be expected to cause any such Single Employer Pension Plan to cease to qualify under section 401 of the Code; and (e) no Single Employer Pension Plan maintained by or contributed to by the Borrower or any other member of the Controlled Group and subject to section 302 of ERISA or section 412 of the Code has incurred an accumulated funding deficiency as defined in section 302(a)(2) of ERISA and section 412(a) of the Code, whether or not waived.

Pension and Welfare Plans. During the consecutive twelve-consecutive-month period prior to each date as of which the following representations are made or deemed made, Effective Date and prior to the date of any Borrowing Credit Extension hereunder, no steps have been taken to terminate any Pension Plan; Plan which could be reasonably likely to result in a material liability to any Obligor or any member of the Controlled Group, and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code; no ERISA. No condition exists or event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to might result in the incurrence by the Borrower or any of its Subsidiaries Obligors or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penalty and none of the following events or conditionswhich, either individually or in the aggregate, has resulted or is could reasonably likely be expected to result in have a material liability to Material Adverse Effect. Neither the Borrower or any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or Obligors nor any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse EffectPlan, other than liability for continuation coverage described in Part 6 of Title I of ERISAERISA other than those which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each Foreign Employee Benefit Plan maintained or contributed to by the Obligors, any Non-U.S. Subsidiaries or any member of the Controlled Group is in compliance with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for such Plan except for such failures which, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. The aggregate of the liabilities to provide all of the accrued benefits under any Foreign Pension Plan maintained or contributed to by the Obligors, any Non-U.S. Subsidiaries or any member of the Controlled Group does not exceed the current fair market value of the assets held in the trust or other funding vehicle for such Plan in a manner that could reasonably be expected to have a Material Adverse Effect. With respect to any Foreign Employee Benefit Plan maintained by the Obligors, any Non-U.S. Subsidiaries or any member of the Controlled Group (other than a Foreign Pension Plan), reasonable reserves have been established in accordance with prudent business practice or where required by ordinary accounting practices in the jurisdiction in which such Plan is maintained. The aggregate unfunded liabilities, after giving effect to any reserves for such liabilities, with respect to such Foreign Employee Benefit Plans are not reasonably expected to have a Material Adverse Effect. There are no actions, suits or claims (other than routine claims for benefits) pending or threatened against the Obligors, any Non-U.S. Subsidiaries or any member of the Controlled Group with respect to any Foreign Employee Benefit Plan other than those which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Pension and Welfare Plans. During the consecutive twelve-month period prior to each date as of which the following representations are made or deemed made, and prior to the date of any Borrowing hereunder, no steps have been taken 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 or Section 412 of the Code; no condition exists or event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries Midwest or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty and none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries Midwest or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries Midwest or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries Midwest or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries Midwest or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or Neither Midwest nor any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse EffectEffect on Midwest, other than liability for continuation coverage described in Part 6 of Title I of ERISA.. 15

Pension and Welfare Plans. During Part 3.21 of the consecutive twelve-month period prior to Disclosure Letter sets forth all Pension Plans and Welfare Plans. Except as set forth in Part 3.21 of the Disclosure Letter, each date as of which the following representations are made or deemed made, Pension Plan and prior to the date of any Borrowing hereunder, no steps have been taken to terminate any Pension PlanWelfare Plan complies in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no contribution failure Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Seller, nor the Company nor any Subsidiary nor any ERISA Affiliate has withdrawn from any Multiemployer Plan sufficient in a "complete withdrawal" or a "partial withdrawal" as defined in Sections 4203 or 4205 of ERISA, respectively; neither Seller nor the Company nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to give rise Section 4204 of ERISA; neither Seller nor the Company nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Lien under Section 302(f) of Multiemployer Plan; neither Seller nor the Company nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to a Multiemployer Plan; no steps have been instituted by the Company or Section 412 of the Codeany Subsidiary or any ERISA Affiliate to terminate any Pension Plan (other than a Defined Contribution Plan); no condition exists or event or transaction has occurred in connection with respect to any Pension Plan, Multiemployer Plan or Welfare Plan which could reasonably be expected to result in the incurrence by Seller, the Borrower Company or any of its Subsidiaries Subsidiary or any member of the Controlled Group ERISA Affiliate of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penalty penalty; and none neither Seller nor 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 following events or conditionsFinancial Statements of Seller, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to the Borrower or any of Company and its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan delivered by the Borrower or Company to Buyer, neither Seller nor the Company nor any of its Subsidiaries or Subsidiary nor any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group Affiliate has any contingent unfunded liability with respect to any postWelfare Plan. Any Pension Plan that is intended to be a qualified plan under Section 401(a) of the IRC has received a favorable determination letter from the IRS covering amendments to such Pension Plan required or permitted under GUST (as defined in Rev. Proc. 2004-retirement benefit 6) or relies upon an opinion letter covering such amendments from the IRS issued to the 38- prototype or volume submitter plan sponsor concerning such Pension Plan's qualified status under Section 401(a) of the IRC, and since the date of such last letter there are no pending issues with the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation or any other issues that would result or is likely to result in the revocation of such determination letter or a Welfare loss of reliance on such opinion letter. In addition, each Pension Plan which could reasonably that is intended to be expected a qualified plan under Section 401(a) of the IRC has been amended to have a Material Adverse Effectcomply with all applicable changes required or permitted under the Economic Growth and Tax Relief Reconciliation Act of 2001 and any subsequent applicable legislation, other than rule making, announcement, notice or regulation promulgation. Seller, the Company, each Subsidiary and each ERISA Affiliate is in compliance with the Multiemployer Pension Plan Amendments Act of 1980, as amended ("MEPPAA"), and has no liability for continuation coverage described in Part 6 of Title I of ERISApension contributions pursuant to MEPPAA.

Pension and Welfare Plans. (a) During the consecutive twelve-consecutive-month period prior to each date as the Effective Date of which the following representations are made or deemed made, this Agreement and prior to the date of any Borrowing hereunder, no steps have been taken to terminate or completely or partially withdraw from any Pension Plan or Welfare Plan; , and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section section 302(f) of ERISA or Section 412 of the Code; ERISA; (b) no condition exists or event or transaction has transactions have occurred with respect to any Pension Plan which could reasonably be expected to might result in the incurrence by the Borrower any Credit Party or any of its Subsidiaries or any other member of the Controlled Group of any material liability liability, fine, Tax or penalty; (other than liabilities incurred c) except as disclosed in Schedule 9.11, neither the ordinary course of maintaining the Pension Plan), fine or penalty and none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or Credit Parties ------------- nor any member of the Controlled Group has any vested or contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse EffectPlan, other than liability for continuation coverage described in Part 6 of Title I of ERISA; (d) with respect to each Pension Plan maintained or contributed to by any Credit Party which is intended to qualify under Section 401 of the Code, a favorable determination letter has been received from the Internal Revenue Service stating that such Pension Plan so qualifies and, except as disclosed on Schedule 9.11, nothing has occurred since the date of issuance ------------- of such determination letter which would cause any such Pension Plan to cease to qualify under Section 401 of the Code; (e) each fiduciary (as defined in section 3(21) of ERISA) with respect to any Pension Plan or Welfare Plan and any Person who handles funds of any Pension Plan or Welfare Plan is bonded in accordance with Section 412 of ERISA; and (f) no Pension Plan maintained by or contributed to by any Credit Party or any other member of the Controlled Group and subject to section 302 of ERISA or section 412 of the Code has incurred an accumulated funding deficiency as defined in section 302(a)(2) of ERISA and section 412(a) of the Code, whether or not waived.

Pension and Welfare Plans. (a) During the consecutive twelve-consecutive-month period prior to each date as of which the following representations are made or deemed made, Restatement Effective Date and prior to the date of any Borrowing hereunder, no steps have been taken to terminate or completely or partially withdraw from any Pension Plan or Welfare Plan; , and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien on any assets of the Parent or its Subsidiaries under Section section 302(f) of ERISA or Section 412 of the Code; ERISA; (b) no condition exists or event or transaction has transactions have occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower Parent or any of its Subsidiaries or any other member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine fine, Tax or penalty and none of which could reasonably be expected to have a Material Adverse Effect; (c) except as disclosed in Schedule 9.11 or the following events or conditionsfinancial statement referred to in Section 9.6, either individually or in neither the aggregate, has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or Parent nor any member of the Controlled Group has any vested or contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse EffectPlan, other than liability for continuation coverage described in Part 6 of Title I of ERISA; (d) with respect to each Pension Plan maintained or contributed to by the Parent which is intended to qualify under Section 401(a) of the Code, a favorable determination letter has been received from the Internal Revenue Service stating that such Pension Plan so qualifies and nothing has occurred since the date of issuance of such determination letter which would cause any such Pension Plan to cease to qualify under Section 401(a) of the Code; (e) each fiduciary (as defined in section 3(21) of ERISA) with respect to any Pension Plan or Welfare Plan and any Person who handles funds of any Pension Plan or Welfare Plan is bonded to the extent required under section 412 of ERISA; and (f) no Pension Plan maintained by or contributed to by the Parent or any other member of the Controlled Group and subject to section 302 of ERISA or section 412 of the Code has incurred an accumulated funding deficiency as defined in section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived.

Pension and Welfare Plans. During Except to the consecutive twelve-month period prior to each date as of which extent that the following representations are made or deemed made, and prior to the date of any Borrowing hereunder, no steps have been taken 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 or Section 412 of the Code; no condition exists or event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty and none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could 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 than liability for continuation coverage described 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 ERISA Affiliate has withdrawn from any Multi-Employer Plan in Part 6 of Title I a “complete withdrawal” or a “partial withdrawal” as defined in Sections 4203 or 4205 of ERISA, respectively; (iv) neither Borrower nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; (v) neither Borrower nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; (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 Borrower 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 would result in the incurrence by Borrower or any ERISA Affiliate of any material liability, fine or penalty; and (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. As of the date of this Agreement, except as disclosed on the consolidated financial statements of Borrower and its Subsidiaries delivered by Borrower to Agent and Lenders or as disclosed on Schedule 4.06, neither Borrower nor any ERISA Affiliate has any liability with respect to any Welfare Plan.

Pension and Welfare Plans. During (a) Except as set forth on Schedule 5.11, (a) no Loan Party has assumed any liability under any employee benefit plan, fund, program, arrangement, agreement or commitment maintained by or on behalf of or contributed to by or on behalf of any entity or trade or business which, together with any of such corporations, is treated as a single employer under Sections 414(b), (c), (m) or (o) of the consecutive twelveIRC, and (b) no Loan Party will be subject (directly or indirectly) to any liability, tax or penalty whatsoever to any person whomsoever with respect to any such employee benefit plan, fund, program, arrangement, agreement or commitment. (b) No Reportable Event which could result in a Material Adverse Change has occurred during the six-month year period prior to each the date as of which the following representations are this representation is made or deemed made, and prior to the date of any Borrowing hereunder, no steps have been taken to terminate any Pension Plan; no contribution failure has occurred made with respect to any Single Employer Plan. Each Loan Party, each Commonly Controlled Entity, Subsidiary, each Plan, and each trust maintained pursuant to any such Plan have complied in all respects with the applicable provisions of ERISA, the IRC, and any other applicable laws. The present value of all “benefit liabilities” (within the meaning of Section 4001(a)(16) of ERISA) under each Single Employer Plan (based on those assumptions that would be used in a termination of each such Plan, did not, as of the last annual valuation date for which an actuarial valuation report has been done), did not, as of such date, exceed the value of the assets of such Plan as of such date. No Loan Party nor any Commonly Controlled Entity has incurred any liability to the PBGC or to any other Person under Section 4062, 4063 or Section 4064 of ERISA on account of the termination of, or its withdrawal from, a Single Employer Plan, and no Lien has been imposed on the assets of any Loan Party or any Commonly Controlled Entity under Section 4068 of ERISA. To the knowledge of the Borrower, there does not exist any event or condition which would permit the institution of proceedings to terminate any Single Employer Plan pursuant to Section 4042 of ERISA. No Pension Plan sufficient has failed to give rise satisfy the minimum funding standard applicable to a Lien under it for any plan year (within the meaning of Section 302(f) 302 of ERISA or Section 412 of the Code; no condition IRC), whether or not waived, exists or event or transaction has occurred with respect to any Pension Plan. The Loan Parties and each Commonly Controlled Entity have timely made in full each quarterly installment payment to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower required under Section 303(j) of ERISA or any of its Subsidiaries or any member Section 430 of the Controlled Group IRC and have also made full and timely payment of any material liability (other than liabilities incurred in costs or expenses related to such a Plan. The Loan Parties and all Commonly Controlled Entities have made full and timely payment of all contributions to Multiemployer Plans required under ERISA, the ordinary course of maintaining the Pension Plan), fine IRC or penalty and none of the following events or conditions, either individually or in the aggregate, applicable collective bargaining agreements. No Loan Party nor any Commonly Controlled Entity has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) had a complete or partial withdrawal from any Multiemployer Pension Plan by and the Borrower liability to which such Loan Party or any of its Subsidiaries or any member of the Commonly Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group Entity would become subject under ERISA if the Borrower such Loan Party or any of its Subsidiaries or any member of the such Commonly Controlled Group Entity were to withdraw completely from all Multiemployer Pension Plans as of the annual valuation date most closely preceding the date on which this representation hereof is made not in excess of $250,000. No such Multiemployer Pension Plan has been terminated or deemed made; or (iv) the is in Reorganization or Insolvency Insolvent, nor is any such Multiemployer Pension Plan likely to be terminated or to become in Reorganization or Insolvent. No Multiemployer Plan has failed to satisfy the minimum funding standard applicable to it for any plan year (within the meaning of Section 302 of ERISA or Section 412 of the IRC), whether or not waived. The present value (determined using assumptions which are reasonable in respect of the benefits provided and the employees participating) of the aggregate liability of the Loan Parties and any Multiemployer PlanCommonly Controlled Entities for post-retirement benefits to be provided to their current and former employees under all Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) is not in excess of $250,000. None No written notice of liability has been received with respect to the Borrower Loan Parties, or any Plan for any “prohibited transaction” (within the meaning of its Subsidiaries Section 4975 of the IRC or Section 406 of ERISA), nor has any such prohibited transaction resulting in liability to the Loan Party occurred. No Loan Party or Commonly Controlled Entity will, as a result of consummating the transactions contemplated by this Agreement (pursuant to the provisions of the Agreement, by operation of law or otherwise) (i) have incurred or become liable for any tax assessed by the Internal Revenue Service for any alleged violations of Section 4975 of the IRC or any member civil penalty imposed by the Department of Labor for any alleged violations of Section 406 of ERISA, (ii) have caused or permitted to occur any “prohibited transaction” within the meaning of such Section 4975 of the Controlled Group has any contingent liability IRC or Section 406 of ERISA with respect to any post-retirement benefit under a Welfare Plan for which no exemption is available or (iii) have incurred any liability to the PBGC (other than ordinary and usual PBGC premium liability) or any liability for complete or partial withdrawal to any Multiemployer Pension Plan. No Loan Party is subject (directly or indirectly) to, and no facts exist which could reasonably be expected to have subject any Loan Party (directly or indirectly) to, any other liability, penalty, tax or lien whatsoever, which could result in a Material Adverse EffectChange and which is directly or indirectly related to any Plan, other than including, but not limited to, liability for continuation coverage described in Part 6 of any damages or penalties arising under Title I or Title IV of ERISA, liability for any tax or penalty resulting from a loss of deduction under Section 404 or 419 of the IRC, any tax or penalty under chapter 43 of the IRC, or any taxes or penalties under any other applicable law.

Pension and Welfare Plans. During the consecutive twelve-month period prior to each the date as of which the following representations are made or deemed made, execution and delivery of this Agreement and prior to the date of any Borrowing the conversion, if any, hereunder, no steps have been taken to terminate any Pension Plan; , and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f303(k) of ERISA or Section 412 ERISA. All contributions required to be made under each Benefit Plan, as of the Code; no date hereof, have been timely made and all obligations in respect of each Benefit Plan have been properly accrued and reflected in the consolidated financial statements of the Parent and its Subsidiaries. No condition exists or event or transaction has occurred with respect to any Pension Plan which could would reasonably be expected to result in the incurrence by the Borrower or any Credit Party, any of its Subsidiaries Subsidiaries, or any member of the Controlled Group its ERISA Affiliates of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty penalty. Each Benefit Plan which is subject to ERISA that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA and none that is intended to be qualified under Section 401(a) of the following events or conditions, either individually or in the aggregateCode, has resulted received a favorable determination letter from the Internal Revenue Service, covering all tax law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 or is reasonably has applied to the Internal Revenue Service for such favorable determination letter within the applicable remedial amendment period under Section 401(b) of the Code, and the Credit Parties, nor any of its Subsidiaries, are not aware of any circumstances likely to result in a material liability revocation of any such favorable determination letter or the loss of the qualification of such plan under Section 401(a) of the Code. As of the date hereof, there is no pending or, to the Borrower or knowledge of the Credit Parties, nor any of its Subsidiaries or any member of Subsidiaries, threatened, litigation relating to the Controlled Group: (i) Benefit Plans which would reasonably be expected to have a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or Material Adverse Effect. No Credit Party, nor any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group Subsidiaries, has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could would reasonably be expected to have a Material Adverse Effect, other than liability for continuation coverage described in Part 6 of Title I of ERISA.