Common use of Pension and Welfare Plans Clause in Contracts

Pension and Welfare Plans. No ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to have a Material Adverse Effect or give rise to a Lien on the assets of any Loan Party or any Subsidiary thereof. The Loan Parties, Subsidiaries and ERISA Affiliates are in compliance in all respects with the presently applicable provisions of ERISA and the Code with respect to each Plan except for failures to so comply which would not reasonably be expected to have a Material Adverse Effect. No condition exists or event or transaction has occurred with respect to any Plan which reasonably might result in the incurrence by any Loan Party, any Subsidiary or any ERISA Affiliate of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the Fair Market Value of the assets of all such underfunded Pension Plans by an amount that would reasonably be expected to have a Material Adverse Effect if the Pension Plans were terminated. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of each Loan Party or ERISA Affiliate to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, would not reasonably be expected to result in a Material Adverse Effect. None of Holdco, Borrower or any of its Subsidiaries has any contingent liability with respect to post-retirement benefits provided by Holdco or any of its Subsidiaries under a Welfare Plan, other than (i) liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA and (ii) liabilities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Pension and Welfare Plans. No ERISA Event (a) During the twelve-consecutive-month period prior to the date of the execution and delivery of this Agreement and prior to the date of any Credit Extension hereunder, (i) no steps have been taken to terminate any U.S. Pension Plan, (ii) no contribution failure has occurred or is reasonably expected with respect to occur which could reasonably be expected any U.S. Pension Plan sufficient to have a Material Adverse Effect or give rise to a Lien on the assets of any Loan Party or any Subsidiary thereof. The Loan Parties, Subsidiaries and ERISA Affiliates are in compliance in all respects with the presently applicable provisions under Section 302(f) of ERISA and (iii) no steps have been taken to effect a partial or complete withdrawal from any U.S. Multiemployer Plan, in each case which could (individually or in the Code with respect to each Plan except for failures to so comply which would not aggregate) reasonably be expected to have result in liabilities of Holdings or any of its Subsidiaries in excess of $5,000,000 or a Material Adverse Effect. No condition exists or event or transaction has occurred with respect to any U.S. Pension Plan which reasonably might result in the incurrence by any Loan Party, any Subsidiary or any ERISA Affiliate of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Pension Plans (based on result in the assumptions used for purposes of statement of Financial Accounting Standards No. 87) did notincurrence by Holdings, as either Borrower or any member of the date Controlled Group of the most recent financial statements reflecting such amountsany material liability, exceed the Fair Market Value of the assets of all such underfunded Pension Plans by an amount fine or penalty, that would reasonably be expected to have a Material Adverse Effect if the Pension Plans were terminated. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of each Loan Party could (individually or ERISA Affiliate to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, would not aggregate) reasonably be expected to result in liabilities in excess of $5,000,000 or a Material Adverse Effect. None of HoldcoHoldings, either Borrower or nor any member of its Subsidiaries the Controlled Group has any contingent liability with respect to any post-retirement benefits provided by Holdco or any of its Subsidiaries benefit under a U.S. Welfare Plan, other than (i) liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA ERISA, which could reasonably be expected to result in a Material Adverse Effect. (b) During the twelve-consecutive-month period before the date of the execution and delivery of this Agreement and before the date of any Credit Extension hereunder, (i) no steps have been taken to terminate any Canadian Pension Plan and (ii) no contribution failure has occurred with respect to any Canadian Pension Plan, in each case that, individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect. No condition exists and no event or transaction has occurred with respect to any Canadian Pension Plan which could reasonably be expected to result in the incurrence by Holdings or any of its Subsidiaries of any liability, fine or penalty that could (individually or in the aggregate) reasonably be expected to result in liabilities in excess of $5,000,000 or a Material Adverse Effect. Except as disclosed in the financial statements required to be provided pursuant to this Agreement or as otherwise disclosed in writing from time to time to the Administrative Agents, neither Holdings nor any of its Subsidiaries has any liability, including without limitation a contingent liability, with respect to any benefit under a Canadian Pension Plan or Canadian Welfare Plan which, in each case could reasonably be expected to result in a Material Adverse Effect. (i) Each Canadian Pension Plan is in compliance in all material respects with all applicable pension benefits and tax laws; (ii) all contributions (including employee contributions made by authorized payroll deductions or other withholdings) required to be made to the appropriate funding agency in accordance with all applicable Laws and the terms of each Canadian Pension Plan have been made in accordance with all applicable Laws and the terms of each Canadian Pension Plan; (iii) all liabilities under each Canadian Pension Plan are being funded, on a going concern and solvency basis, in accordance with the terms of the respective Canadian Pension Plan, the requirements of applicable pension benefits laws and of applicable regulatory authorities and the most recent actuarial report filed with respect to such Canadian Pension Plan; and (iv) no event has occurred and no conditions exist with respect to any Canadian Pension Plan that has resulted or could reasonably be expected to result in any Canadian Pension Plan having its registration revoked or refused for the purposes of any applicable pension benefits or tax laws or being placed under the administration of any relevant pension benefits regulatory authority or being required to pay any taxes or penalties under any applicable pension benefits or tax laws, except for any exceptions to clauses (i) through (iv) above that, individually or in the aggregate, would could not reasonably be expected to have result in a Material Adverse Effect.

Pension and Welfare Plans. No ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to have a Material Adverse Effect or give rise to a Lien on the assets of any Loan Party the Borrower or any Subsidiary thereofof its Subsidiaries. The Loan Parties, Borrower and its Subsidiaries and their ERISA Affiliates are in compliance in all respects with the presently applicable provisions of ERISA and the Code with respect to each Plan except for failures to so comply which would could not reasonably be expected to have a Material Adverse Effect. No condition exists or event or transaction has occurred with respect to any Plan which reasonably might result in the incurrence by the Borrower or any Loan Party, any Subsidiary of its Subsidiaries or any ERISA Affiliate of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Pension Plans (based on Neither the assumptions used for purposes of statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the Fair Market Value of the assets of all such underfunded Pension Plans by an amount that would reasonably be expected to have a Material Adverse Effect if the Pension Plans were terminated. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of each Loan Party or ERISA Affiliate to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, would not reasonably be expected to result in a Material Adverse Effect. None of Holdco, Borrower or nor any of its Subsidiaries has any contingent liability with respect to post-retirement benefits provided by Holdco the Borrower or any of its Subsidiaries under a Welfare Plan, other than (i) liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA and (ii) liabilities that, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, (a) each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, and (b) neither the Borrower nor any of its Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan.

Pension and Welfare Plans. No Except as set forth on Schedule 3.13 to the Original Credit Agreement, no ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to have a Material Adverse Effect or give rise to a Lien on the assets of any Loan Party or any Subsidiary thereofa Subsidiary. The Loan Parties, Borrower and its Subsidiaries and their ERISA Affiliates are in compliance in all respects with the presently applicable provisions of ERISA and the Code with respect to each Plan except for failures to so comply which would could not reasonably be expected to have a Material Adverse Effect. No Except as set forth on Schedule 3.13 to the Original Credit Agreement, no condition exists or event or transaction has occurred with respect to any Plan which reasonably might result in the incurrence by the Borrower or any Loan Party, any Subsidiary of its Subsidiaries or any ERISA Affiliate of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect. The Except as set forth on Schedule 3.13 to the Original Credit Agreement, the present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the Fair Market Value fair market value of the assets of all such underfunded Pension Plans by an amount that would could reasonably be expected to have a Material Adverse Effect if the Pension Plans were terminated. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of each Loan Party or ERISA Affiliate to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, would could not reasonably be expected to result in a Material Adverse Effect. None of HoldcoExcept as set forth on Schedule 3.13 to the Original Credit Agreement, neither the Borrower or nor any of its Subsidiaries has any contingent liability with respect to post-retirement benefits provided by Holdco the Borrower or any of its Subsidiaries under a Welfare Plan, other than (i) liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA and (ii) liabilities that, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, (a) each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, and (b) neither the Borrower nor any of its Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan.

Pension and Welfare Plans. No ERISA Event has occurred (a) During the twelve consecutive month period before the date of this Agreement and before the date of any Advance hereunder (i) no steps have been taken to terminate or wind-up any Pension Plan that is reasonably expected to occur a registered pension plan (wholly or in part), which could reasonably be expected to have result in any Obligor making contributions (including special payments) to the Pension Plan in any twelve-month period in excess of 115% of the contributions that were scheduled to be made in the prior twelve consecutive month period; (ii) no failure to remit a Material Adverse Effect or give rise to a Lien on contribution in accordance with the assets terms of any Loan Party Pension Plan or any Subsidiary thereof. The Loan Parties, Subsidiaries and ERISA Affiliates are in compliance in all respects with the presently applicable provisions of ERISA and the Code with respect to each Plan except for failures to so comply which would not reasonably be expected to have a Material Adverse Effect. No condition exists or event or transaction pension benefits legislation has occurred with respect to any Pension Plan which reasonably might result sufficient to give rise to a deemed trust, lien or charge under any pension benefits legislation of any jurisdiction that, individually or in the incurrence by any Loan Party, any Subsidiary aggregate would or any ERISA Affiliate of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect. The present value ; (iii) no condition exists and no event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by any Obligor of all accumulated benefit obligations any fines or penalties in excess of all underfunded Pension Plans $50,000; and (based on iv) except as disclosed in the assumptions used for purposes of statement of Financial Accounting Standards No. 87) did notfinancial statements required to be provided pursuant to this Agreement or as otherwise disclosed in writing from time to time to the Agent, as none of the date of Obligors has any contingent liability with respect to any post-retirement benefit under a Welfare Plan that, individually or in the most recent financial statements reflecting such amounts, exceed the Fair Market Value of the assets of all such underfunded Pension Plans by an amount that aggregate would or could reasonably be expected to have a Material Adverse Effect if Effect. (b) Each Pension Plan is and has been established, registered (where required), funded, invested and administered in compliance with its terms and all Applicable Laws and (i) all contributions or premiums (including employee contributions or premiums made by authorized payroll deductions or other withholdings) required to be made to the Pension Plans were terminated. Using actuarial assumptions appropriate funding agent in accordance with all Applicable Laws and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities terms of each Loan Party Pension Plan or ERISA Affiliate Welfare Plan have been made in accordance with all Applicable Laws and the terms of each Pension Plan or Welfare Plan; (ii) there have been no withdrawals, applications, payments or transfers of assets from any Pension Plan or Welfare Plan or the trusts or other funding media relating thereto which have not been made or done in accordance with Applicable Laws; (iii) any contributions required to all Multiemployer Plans in the event of be made to any Pension Plan that is a complete withdrawal therefrom, registered pension plan as of the close a result of the most recent fiscal year actuarial report filed with respect to such Pension Plan showing that such Pension Plan was not fully funded on a going concern and solvency basis have, to the extent provided for in the Income Tax Act (Canada) and in accordance with the terms of each such Multiemployer PlanPension Plan and the requirements of Applicable Laws and applicable regulatory authorities, would not been made, and (iv) to its knowledge, no event has occurred and no condition exists with respect to any Pension Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. None any Pension Plan having its registration revoked or refused for the purposes of Holdco, Borrower any Applicable Law or being placed under the administration of any relevant pension benefits regulatory authority or any of its Subsidiaries has Obligor being required to pay any contingent liability with respect to post-retirement benefits provided by Holdco taxes or penalties under any of its Subsidiaries under a Welfare PlanApplicable Law, except for any action, omission, event or other than circumstance contemplated in clauses (i) liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA and through (iiiv) liabilities above that, individually or in the aggregate, would not and could not reasonably be expected to have a Material Adverse Effect.

Pension and Welfare Plans. No Except as set forth on Schedule 3.13, no ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to have a Material Adverse Effect or give rise to a Lien on the assets of any Loan Party or any Subsidiary thereofa Subsidiary. The Loan Parties, U.S. Borrower and its Subsidiaries and their ERISA Affiliates are in compliance in all respects with the presently applicable provisions of ERISA and the Code with respect to each Plan except for failures to so comply which would could not reasonably be expected to have a Material Adverse Effect. No Except as set forth on Schedule 3.13, no condition exists or event or transaction has occurred with respect to any Plan which reasonably might result in the incurrence by the U.S. Borrower or any Loan Party, any Subsidiary of its Subsidiaries or any ERISA Affiliate of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect. The Except as set forth on Schedule 3.13, the present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the Fair Market Value fair market value of the assets of all such underfunded Pension Plans by an amount that would could reasonably be expected to have a Material Adverse Effect if the Pension Plans were terminated. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of each Loan Party or ERISA Affiliate to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, would could not reasonably be expected to result in a Material Adverse Effect. None of HoldcoExcept as set forth on Schedule 3.13, neither the U.S. Borrower or nor any of its Subsidiaries has any contingent liability with respect to post-retirement benefits provided by Holdco the U.S. Borrower or any of its Subsidiaries under a Welfare Plan, other than (i) liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA and (ii) liabilities that, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, (a) each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, and (b) neither Borrower nor any of its Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan.

Pension and Welfare Plans. No ERISA Event has occurred (a) During the twelve consecutive month period before the date of this Agreement and before the date of any Advance hereunder (i) no steps have been taken to terminate or is reasonably expected to occur wind-up any Pension Plan (wholly or in part), which could reasonably be expected to have result in the Borrower making contributions (including special payments) to the Pension Plan in any twelve month period in excess of 115% of the contributions that were scheduled to be made in the prior twelve consecutive month period, (ii) no failure to remit a Material Adverse Effect or give rise to a Lien on contribution in accordance with the assets terms of any Loan Party Pension Plan or any Subsidiary thereof. The Loan Parties, Subsidiaries and ERISA Affiliates are in compliance in all respects with the presently applicable provisions of ERISA and the Code with respect to each Plan except for failures to so comply which would not reasonably be expected to have a Material Adverse Effect. No condition exists or event or transaction pension benefits legislation has occurred with respect to any Pension Plan which reasonably might result sufficient to give rise to a deemed trust, lien or charge under any pension benefits legislation of any jurisdiction that, individually or in the incurrence by any Loan Party, any Subsidiary aggregate would or any ERISA Affiliate of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect. The present value , (iii) no condition exists and no event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the Fair Market Value of the assets of all such underfunded Pension Plans by any fines or penalties in an amount that would be likely to have a Material Adverse Effect, and (iv) except as disclosed in the financial statements required to be provided pursuant to this Agreement or as otherwise disclosed in writing from time to time to the Agent, the Borrower does not have any contingent liability with respect to any post-retirement benefit under a Welfare Plan that, individually or in the aggregate would or could reasonably be expected to have a Material Adverse Effect if Effect. (b) Each Pension Plan is and has been established, registered, funded, invested and administered in compliance with its terms and all Applicable Laws and (i) all contributions or premiums (including employee contributions or premiums made by authorized payroll deductions or other withholdings) required to be made to the Pension Plans were terminated. Using actuarial assumptions appropriate funding agent in accordance with all Applicable Laws and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities terms of each Loan Party Pension Plan or ERISA Affiliate to Welfare Plan have been made in accordance with all Multiemployer Plans Applicable Laws and the terms of each Pension Plan or Welfare Plan, (ii) there have been no withdrawals, applications, payments or transfers of assets from any Pension Plan or Welfare Plan or the trusts or other funding media relating thereto which have not been made or done in accordance with all Applicable Laws, (iii) as at the event of a complete withdrawal therefrom, as of the close date of the most recent fiscal year of each such Multiemployer actuarial report filed with respect to the Pension Plan, would not all liabilities under each Pension Plan that is a registered pension plan were fully funded in accordance with Applicable Law, on a going concern and solvency basis, in accordance with the terms of the respective Pension Plans, the requirements of all Applicable Laws and applicable regulatory authorities using the methods and assumptions set out in such report, and (iv) to its knowledge, no event has occurred and no condition exists with respect to any Pension Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. None any Pension Plan having its registration revoked or refused for the purposes of Holdcoany Applicable Law or being placed under the administration of any relevant pension benefits regulatory authority or the Borrower being required to pay any taxes or penalties under any Applicable Law, Borrower or except for any of its Subsidiaries has any contingent liability with respect exceptions to post-retirement benefits provided by Holdco or any of its Subsidiaries under a Welfare Plan, other than clauses (i) liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA and through (iiiv) liabilities above that, individually or in the aggregate, would not and could not reasonably be expected to have a Material Adverse Effect.

Pension and Welfare Plans. No ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to have a Material Adverse Effect or give rise to a Lien on the assets of any Loan Party or any Subsidiary thereofa Subsidiary, if such Lien could reasonably be expected to have a Material Adverse Effect. The Loan Parties, Borrower and its Subsidiaries and their ERISA Affiliates are in compliance in all respects with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan except for failures to so comply which would could not reasonably be expected to have a Material Adverse Effect. No condition exists or event or transaction has occurred with respect to any Plan which reasonably might result in the incurrence by the Borrower or any Loan Party, any Subsidiary of its Subsidiaries or any ERISA Affiliate of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the Fair Market Value fair market value of the assets of all such underfunded Pension Plans by an amount that would could reasonably be expected to have a Material Adverse Effect if the Pension Plans were terminatedEffect. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of each Loan Party or ERISA Affiliate to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, would could not reasonably be expected to result in a Material Adverse Effect. None of Holdco, Neither the Borrower or nor any of its Subsidiaries has any contingent liability with respect to post-retirement benefits provided by Holdco the Borrower or any of its Subsidiaries under a Welfare Plan, other than (i) liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA and (ii) liabilities that, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, (a) each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, and (b) neither the Borrower nor any of its Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan.

Pension and Welfare Plans. No ERISA Event has occurred (a) During the twelve consecutive month period before the date of this Agreement and before the date of any Advance hereunder (i) no steps have been taken to terminate or is reasonably expected to occur wind-up any Pension Plan (wholly or in part), which could reasonably be expected to have result in the Borrower making contributions (including special payments) to the Pension Plan in any twelve month period in excess of 115% of the contributions that were scheduled to be made in the prior twelve consecutive month period, (ii) no failure to remit a Material Adverse Effect or give rise to a Lien on contribution in accordance with the assets terms of any Loan Party Pension Plan or any Subsidiary thereof. The Loan Parties, Subsidiaries and ERISA Affiliates are in compliance in all respects with the presently applicable provisions of ERISA and the Code with respect to each Plan except for failures to so comply which would not reasonably be expected to have a Material Adverse Effect. No condition exists or event or transaction pension benefits legislation has occurred with respect to any Pension Plan which reasonably might result sufficient to give rise to a deemed trust, lien or charge under any pension benefits legislation of any jurisdiction that, individually or in the incurrence by any Loan Party, any Subsidiary aggregate would or any ERISA Affiliate of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect. The present value , (iii) no condition exists and no event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the Fair Market Value of the assets of all such underfunded Pension Plans by an amount that any fines or penalties which would or could reasonably be expected to have a Material Adverse Effect if Effect, and (iv) except as disclosed in the Pension Plans were terminated. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISAfinancial statements required to be provided pursuant to this Agreement or as otherwise disclosed in writing from time to time to the Agent, the Borrower has no contingent liability with respect to any post-retirement benefit under a Welfare Plan that, individually or in the aggregate liabilities would or could reasonably be expected to have a Material Adverse Effect. (b) Each Pension Plan is and has been established, registered, funded, invested and administered in compliance with its terms and all Applicable Laws and (i) all contributions or premiums (including employee contributions or premiums made by authorized payroll deductions or other withholdings) required to be made to the appropriate funding agent in accordance with all Applicable Laws and the terms of each Loan Party Pension Plan or ERISA Affiliate Welfare Plan have been made in accordance with all Applicable Laws and the terms of each Pension Plan or Welfare Plan, (ii) there have, to its knowledge after having made reasonable inquiry, been no withdrawals, applications, payments or transfers of assets from any Pension Plan or Welfare Plan or the trusts or other funding media relating thereto which have not been made or done in accordance with all Multiemployer Plans in Applicable Laws, (iii) as at the event of a complete withdrawal therefrom, as of the close date of the most recent fiscal year of each such Multiemployer actuarial report filed with respect to the Pension Plan, would not all liabilities under each Pension Plan that is a registered pension plan were fully funded in accordance with Applicable Law, on a going concern and solvency basis, in accordance with the terms of the respective Pension Plans, the requirements of all Applicable Laws and applicable regulatory authorities using the methods and assumptions set out in such report, and (iv) to its knowledge, no event has occurred and no condition exists with respect to any Pension Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. None any Pension Plan having its registration revoked or refused for the purposes of Holdcoany Applicable Law or being placed under the administration of any relevant pension benefits regulatory authority or the Borrower being required to pay any taxes or penalties under any Applicable Law, Borrower or except for any of its Subsidiaries has any contingent liability with respect exceptions to post-retirement benefits provided by Holdco or any of its Subsidiaries under a Welfare Plan, other than clauses (i) liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA and through (iiiv) liabilities above that, individually or in the aggregate, would not and could not reasonably be expected to have a Material Adverse Effect.

Pension and Welfare Plans. No ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to have a Material Adverse Effect or give rise to a Lien on the assets of any Loan Party or any Subsidiary thereof. The Loan Parties, Subsidiaries and ERISA Affiliates are in compliance in all respects with the presently applicable provisions of ERISA and the Code with respect to each Plan except for failures to so comply which would could not reasonably be expected to have a Material Adverse Effect. No condition exists or event or transaction has occurred with respect to any Plan which reasonably might result in the incurrence by any Loan Party, any Subsidiary or any ERISA Affiliate of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the Fair Market Value of the assets of all such underfunded Pension Plans by an amount that would could reasonably be expected to have a Material Adverse Effect if the Pension Plans were terminated. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of each Loan Party or ERISA Affiliate to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, would could not reasonably be expected to result in a Material Adverse Effect. None of Holdco, Neither Borrower or nor any of its Subsidiaries has any contingent liability with respect to post-retirement benefits provided by Holdco Borrower or any of its Subsidiaries under a Welfare Plan, other than (i) liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA and (ii) liabilities that, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, and (b) neither the Loan Parties nor any of their Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan.

Pension and Welfare Plans. No ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to have a Material Adverse Effect or give rise to a Lien on the assets of any Loan Party or any Subsidiary thereofa Subsidiary, if such Lien could reasonably be expected to have a Material Adverse Effect. The Loan Parties, Borrower and its Subsidiaries and their ERISA Affiliates are in compliance in all respects with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan except for failures to so comply which would could not reasonably be expected to have a Material Adverse Effect. No condition exists or event or transaction has occurred with respect to any Plan which reasonably might result in the incurrence by the Borrower or any Loan Party, any Subsidiary of its Subsidiaries or any ERISA Affiliate of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the Fair Market Value fair market value of the assets of all such underfunded Pension Plans by an amount that would could reasonably be expected to have a Material Adverse Effect if the Pension Plans were terminatedEffect. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of each Loan Party or ERISA Affiliate to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, would could not reasonably be expected to result in a Material Adverse Effect. None of Holdco, Neither the Borrower or nor any of its Subsidiaries has any contingent liability with respect to post-retirement post‑retirement benefits provided by Holdco the Borrower or any of its Subsidiaries under a Welfare Plan, other than (i) liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA and (ii) liabilities that, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, (a) each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, and (b) neither the Borrower nor any of its Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan.

Pension and Welfare Plans. No ERISA Event (a) During the twelve-consecutive-month period prior to June 30, 1997 and prior to the date of any Credit Extension hereunder, no formal steps have been taken to terminate any Pension Plan other than in a standard termination under Section 4041(b) of ERISA, and no contribution failure has occurred or is reasonably expected with respect to occur which could reasonably be expected any Pension Plan sufficient to have a Material Adverse Effect or give rise to a Lien on the assets of any Loan Party or any Subsidiary thereof. The Loan Parties, Subsidiaries and ERISA Affiliates are in compliance in all respects with the presently applicable provisions under Section 302(f) of ERISA and the Code with respect to each Plan except for failures to so comply in either case which would not reasonably be expected to have a Material Adverse Effect. No condition exists or event or transaction has occurred with respect to any Pension Plan which (i) could reasonably might be expected to result in the incurrence by any Loan Party, the U.S. Borrower or any Subsidiary or any ERISA Affiliate of any liability, fine or penalty which would have a Material Adverse Effect, or (ii) could reasonably be expected to result in the incurrence by a member of the U.S. Borrower's Controlled Group (other than the U.S. Borrower or the U.S. Borrower and its Subsidiaries) of any material liability, fine or penalty which would have a Material Adverse Effect. (b) Except for liabilities (if any) arising under the terms and conditions, as in effect on the Closing Date, of the Plans disclosed in ITEM 8.11 ("Employee Benefit Plan") of the Disclosure Schedule, neither the U.S. Borrower nor any Subsidiary has any contingent liability with respect to any post-retirement benefit under a Welfare Plan in either case which would reasonably be expected to have a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the Fair Market Value of the assets of all such underfunded Pension Plans by an amount that would reasonably be expected to have a Material Adverse Effect if the Pension Plans were terminated. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of each Loan Party or ERISA Affiliate to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, would not reasonably be expected to result in a Material Adverse Effect. None of Holdco, Borrower or any of its Subsidiaries has any contingent liability with respect to post-retirement benefits provided by Holdco or any of its Subsidiaries under a Welfare Plan, other than (i) liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA and in Section 4980B of the Code, (ii) liabilities thatliability for any Plan required by law to be extended to employees outside of the U.S., individually or (iii) a modification of, or addition to, the retiree benefit obligations disclosed in ITEM 8.11 ("Employee Benefit Plan") of the aggregate, would Disclosure Schedule which when taken together with any other addition or modification since the Closing Date do not reasonably be expected to have a Material Adverse Effectmaterially increase the U.S. Borrower's and its Subsidiaries' annual cost of providing such benefits.

Pension and Welfare Plans. No ERISA Event has occurred or is reasonably expected to occur which could would reasonably be expected to have a Material Adverse Effect or give rise to a Lien on the assets of any Loan Party or any Subsidiary thereofa Subsidiary, if such Lien would reasonably be expected to have a Material Adverse Effect. The Loan Parties, Borrower and its Subsidiaries and their ERISA Affiliates are in compliance in all respects with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan except for failures to so comply which would not reasonably be expected to have a Material Adverse Effect. No condition exists or event or transaction has occurred with respect to any Plan which reasonably might result in the incurrence by the Borrower or any Loan Party, any Subsidiary of its Subsidiaries or any ERISA Affiliate of any liability, fine or penalty which could would reasonably be expected to have a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the Fair Market Value fair market value of the assets of all such underfunded Pension Plans by an amount that would reasonably be expected to have a Material Adverse Effect if the Pension Plans were terminatedEffect. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of each Loan Party or ERISA Affiliate to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year Fiscal Year of each such Multiemployer Plan, would not reasonably be expected to result in a Material Adverse Effect. None of Holdco, Neither the Borrower or nor any of its Subsidiaries has any contingent liability with respect to post-retirement benefits provided by Holdco the Borrower or any of its Subsidiaries under a Welfare Plan, other than (i) liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA and (ii) liabilities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, (a) each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, and (b) neither the Borrower nor any of its Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan.

Pension and Welfare Plans. No ERISA Event (a) During the twelve-consecutive-month period prior to the date of the initial Credit Extensions and prior to the date of any Credit Extension hereunder, no formal steps have been taken to terminate any Pension Plan other than in a standard termination under Section 4041(b) of ERISA, and no contribution failure has occurred or is reasonably expected with respect to occur which could reasonably be expected any Pension Plan sufficient to have a Material Adverse Effect or give rise to a Lien on the assets of any Loan Party or any Subsidiary thereof. The Loan Parties, Subsidiaries and ERISA Affiliates are in compliance in all respects with the presently applicable provisions under Section 302(f) of ERISA and the Code with respect to each Plan except for failures to so comply in either case which would not reasonably be expected to have a Material Adverse Effect. No condition exists or event or transaction has occurred with respect to any Pension Plan which (i) could reasonably might be expected to result in the incurrence by any Loan Party, the U.S. Borrower or any Subsidiary or any ERISA Affiliate of any liability, fine or penalty which would have a Material Adverse Effect, or (ii) could reasonably be expected to result in the incurrence by a member of the U.S. Borrower's Controlled Group (other than the U.S. Borrower or the U.S. Borrower and its Subsidiaries) of any material liability, fine or penalty which would have a Material Adverse Effect. (b) Except for liabilities (if any) arising under the terms and conditions, as in effect on the date of the initial Credit Extensions, of the Plans disclosed in ITEM 8.11 ("Employee Benefit Plan") of the Disclosure Schedule, neither the U.S. Borrower nor any Subsidiary has any contingent liability with respect to any post-retirement benefit under a Welfare Plan in either case which would reasonably be expected to have a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the Fair Market Value of the assets of all such underfunded Pension Plans by an amount that would reasonably be expected to have a Material Adverse Effect if the Pension Plans were terminated. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of each Loan Party or ERISA Affiliate to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, would not reasonably be expected to result in a Material Adverse Effect. None of Holdco, Borrower or any of its Subsidiaries has any contingent liability with respect to post-retirement benefits provided by Holdco or any of its Subsidiaries under a Welfare Plan, other than (i) liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA and in Section 4980B of the Code, (ii) liabilities thatliability for any Plan required by law to be extended to employees outside of the U.S., individually or (iii) a modification of, or addition to, the retiree benefit obligations disclosed in ITEM 8.11 ("Employee Benefit Plan") of the aggregate, would Disclosure Schedule which when taken together with any other addition or modification since the initial Credit Extensions do not reasonably be expected to have a Material Adverse Effectmaterially increase the U.S. Borrower's and its Subsidiaries' annual cost of providing such benefits.

Pension and Welfare Plans. No ERISA Event has occurred (a) During the twelve consecutive month period before the date of this Agreement and before the date of any Advance hereunder (i) no steps have been taken to terminate or is reasonably expected to occur wind-up any Pension Plan (wholly or in part), which could reasonably be expected to have result in either Borrower making contributions (including special payments) to the Pension Plan in any twelve month period in excess of 115% of the contributions that were scheduled to be made in the prior twelve consecutive month period, (ii) no failure to remit a Material Adverse Effect or give rise to a Lien on contribution in accordance with the assets terms of any Loan Party Pension Plan or any Subsidiary thereof. The Loan Parties, Subsidiaries and ERISA Affiliates are in compliance in all respects with the presently applicable provisions of ERISA and the Code with respect to each Plan except for failures to so comply which would not reasonably be expected to have a Material Adverse Effect. No condition exists or event or transaction pension benefits legislation has occurred with respect to any Pension Plan which reasonably might result sufficient to give rise to a deemed trust, lien or charge under any pension benefits legislation of any jurisdiction that, individually or in the incurrence by any Loan Party, any Subsidiary aggregate would or any ERISA Affiliate of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect. The present value , (iii) no condition exists and no event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by either Borrower of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the Fair Market Value of the assets of all such underfunded Pension Plans by any fines or penalties in an amount that would be likely to have a Material Adverse Effect, and (iv) except as disclosed in the financial statements required to be provided pursuant to this Agreement or as otherwise disclosed in writing from time to time to the Agent, neither Borrower has any contingent liability with respect to any post-retirement benefit under a Welfare Plan that, individually or in the aggregate would or could reasonably be expected to have a Material Adverse Effect if Effect. (b) Each Pension Plan is and has been established, registered, funded, invested and administered in compliance with its terms and all Applicable Laws and (i) all contributions or premiums (including employee contributions or premiums made by authorized payroll deductions or other withholdings) required to be made to the Pension Plans were terminated. Using actuarial assumptions appropriate funding agent in accordance with all Applicable Laws and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities terms of each Loan Party Pension Plan or ERISA Affiliate to Welfare Plan have been made in accordance with all Multiemployer Plans Applicable Laws and the terms of each Pension Plan or Welfare Plan, (ii) there have been no withdrawals, applications, payments or transfers of assets from any Pension Plan or Welfare Plan or the trusts or other funding media relating thereto which have not been made or done in accordance with all Applicable Laws, (iii) as at the event of a complete withdrawal therefrom, as of the close date of the most recent fiscal year of each such Multiemployer actuarial report filed with respect to the Pension Plan, would not all liabilities under each Pension Plan that is a registered pension plan were fully funded in accordance with Applicable Law, on a going concern and solvency basis, in accordance with the terms of the respective Pension Plans, the requirements of all Applicable Laws and applicable regulatory authorities using the methods and assumptions set out in such report, and (iv) to its knowledge, no event has occurred and no condition exists with respect to any Pension Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. None any Pension Plan having its registration revoked or refused for the purposes of Holdcoany Applicable Law or being placed under the administration of any relevant pension benefits regulatory authority or either Borrower being required to pay any taxes or penalties under any Applicable Law, Borrower or except for any of its Subsidiaries has any contingent liability with respect exceptions to post-retirement benefits provided by Holdco or any of its Subsidiaries under a Welfare Plan, other than clauses (i) liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA and through (iiiv) liabilities above that, individually or in the aggregate, would not and could not reasonably be expected to have a Material Adverse Effect.

Pension and Welfare Plans. No ERISA Event has occurred (a) During the twelve consecutive month period before the date of this Agreement and before the date of any Advance hereunder (i) no steps have been taken to terminate or is reasonably expected to occur wind-up any Pension Plan (wholly or in part), which could reasonably be expected to have result in any Obligor making contributions (including special payments) to the Pension Plan in any twelve month period in excess of 115% of the contributions that were scheduled to be made in the prior twelve consecutive month period, (ii) no failure to remit a Material Adverse Effect or give rise to a Lien on contribution in accordance with the assets terms of any Loan Party Pension Plan or any Subsidiary thereof. The Loan Parties, Subsidiaries and ERISA Affiliates are in compliance in all respects with the presently applicable provisions of ERISA and the Code with respect to each Plan except for failures to so comply which would not reasonably be expected to have a Material Adverse Effect. No condition exists or event or transaction pension benefits legislation has occurred with respect to any Pension Plan which reasonably might result sufficient to give rise to a deemed trust, lien or charge under any pension benefits legislation of any jurisdiction that, individually or in the incurrence by any Loan Party, any Subsidiary aggregate would or any ERISA Affiliate of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect, (iii) no condition exists and no event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by any Obligor of any fines or penalties in excess of Cdn. The present value of all accumulated benefit obligations of all underfunded Pension Plans $25,000, and (based on iv) except as disclosed in the assumptions used for purposes of statement of Financial Accounting Standards No. 87) did notfinancial statements required to be provided pursuant to this Agreement or as otherwise disclosed in writing from time to time to the Agent, as none of the date of Obligors has any contingent liability with respect to any post-retirement benefit under a Welfare Plan that, individually or in the most recent financial statements reflecting such amounts, exceed the Fair Market Value of the assets of all such underfunded Pension Plans by an amount that aggregate would or could reasonably be expected to have a Material Adverse Effect if Effect. (i) Each Pension Plan is and has been established, registered, funded, invested and administered in compliance with its terms and all Applicable Laws, (ii) all contributions or premiums (including employee contributions or premiums made by authorized payroll deductions or other withholdings) required to be made to the Pension Plans were terminated. Using actuarial assumptions appropriate funding agent in accordance with all Applicable Laws and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities terms of each Loan Party Pension Plan or ERISA Affiliate to Welfare Plan have been made in accordance with all Multiemployer Plans Applicable Laws and the terms of each Pension Plan or Welfare Plan, (iii) there have been no withdrawals, applications, payments or transfers of assets from any Pension Plan or Welfare Plan or the trusts or other funding media relating thereto which have not been made or done in accordance with all Applicable Laws, (iv) as at the event of a complete withdrawal therefrom, as of the close date of the most recent fiscal year of each such Multiemployer actuarial report filed with respect to the Pension Plan, would not all liabilities under each Pension Plan that is a registered pension plan were funded, on a going concern and solvency basis, in accordance with the terms of the respective Pension Plans, the requirements of all Applicable Laws and applicable regulatory authorities using the methods and assumptions set out in such report, and (v) to its knowledge, no event has occurred and no condition exists with respect to any Pension Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. None any Pension Plan having its registration revoked or refused for the purposes of Holdco, Borrower any Applicable Law or being placed under the administration of any relevant pension benefits regulatory authority or any of its Subsidiaries has Obligor being required to pay any contingent liability with respect taxes or penalties under any Applicable Law, except for any exceptions to post-retirement benefits provided by Holdco or any of its Subsidiaries under a Welfare Plan, other than clauses (i) liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA and through (iiv) liabilities above that, individually or in the aggregate, would not and could not reasonably be expected to have a Material Adverse Effect.

Pension and Welfare Plans. (a) No ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to have a Material Adverse Effect or give rise to a Lien on the assets of any Loan Party the Canadian Parent or any Subsidiary thereofof its Subsidiaries. The Loan Parties, Canadian Parent and its Subsidiaries and their ERISA Affiliates are in substantial compliance in all respects with the presently applicable provisions of ERISA and the Code with respect to each Plan Plan, except for failures to so comply which would could not reasonably be expected to have a Material Adverse Effect. No condition exists or event or transaction has occurred with respect to any Plan which reasonably might result in the incurrence by the Canadian Parent or any Loan Party, any Subsidiary of its Subsidiaries or any ERISA Affiliate of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect. The present value Each group health plan (as defined in Section 607(1) of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of statement of Financial Accounting Standards No. 87ERISA or Section 4980B(g)(2) did not, as of the date Code) which covers or has covered employees or former employees of the most recent financial statements reflecting such amountsany Loan Party, exceed the Fair Market Value any Subsidiary of the assets of all such underfunded Pension Plans by an amount that would reasonably be expected to have a Material Adverse Effect if the Pension Plans were terminated. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISAany Loan Party, the aggregate liabilities of each Loan Party or any ERISA Affiliate to has at all Multiemployer Plans times been operated in compliance with the event provisions of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, would not reasonably be expected to result in a Material Adverse Effect. None of Holdco, Borrower or any of its Subsidiaries has any contingent liability with respect to post-retirement benefits provided by Holdco or any of its Subsidiaries under a Welfare Plan, other than (i) liability for continuation coverage described in Part 6 of Subtitle subtitle B of Title I of ERISA and Section 4980B of the Code; and each group health plan (iias defined in 45 Code of Federal Regulations Section 160.103) liabilities thatwhich covers or has covered employees or former employees of any Loan Party, individually any Subsidiary of any Loan Party, or any ERISA Affiliate has at all times been operated in compliance with the aggregateprovisions of the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder, would except to the extent that failure to so comply could not reasonably be expected to have a Material Adverse Effect. No Loan Party nor any of their Subsidiaries maintain, contribute to, or have any liability or contingent liability with respect to (i) any Welfare Plans which provide benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or (ii) any Pension Plan or Foreign Plan, the obligations with respect to which could reasonably be expected to materially affect the ability of any Loan Party to perform its obligations under this Agreement or any other Loan Document. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, (ii) all contributions required to be made with respect to a Foreign Plan have been timely made, (iii) neither the Canadian Parent nor any of its Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan, and (iv) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan, determined as of the end of the Canadian Parent’s most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Foreign Plan allocable to such benefit liabilities. Each Foreign Plan which is a funded plan is funded to the extent required by applicable law.

Pension and Welfare Plans. No ERISA Event has occurred (i) During the twelve consecutive month period before the date of this Agreement and before the date of any extension of credit hereunder (i) no steps have been taken to terminate or is reasonably expected to occur wind-up any Pension Plan (wholly or in part), which could reasonably be expected to have result in an Obligor making contributions (including special payments) to the Pension Plan in any twelve month period in excess of 115% of the contributions that were scheduled to be made in the prior twelve consecutive month period, (ii) no failure to remit a Material Adverse Effect or give rise to a Lien on contribution in accordance with the assets terms of any Loan Party Pension Plan or any Subsidiary thereof. The Loan Parties, Subsidiaries and ERISA Affiliates are in compliance in all respects with the presently applicable provisions of ERISA and the Code with respect to each Plan except for failures to so comply which would not reasonably be expected to have a Material Adverse Effect. No condition exists or event or transaction pension benefits legislation has occurred with respect to any Pension Plan which reasonably might result sufficient to give rise to a deemed trust, lien or charge under any pension benefits legislation of any jurisdiction that, individually or in the incurrence by any Loan Party, any Subsidiary aggregate would or any ERISA Affiliate of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded , (iii) no condition exists and no event or transaction has occurred with respect to any Pension Plans (based on Plan which could reasonably be expected to result in the assumptions used for purposes of statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the Fair Market Value of the assets of all such underfunded Pension Plans incurrence by an amount that Obligor of any fines or penalties which would or could reasonably be expected to have a Material Adverse Effect if Effect, and (iv) except as disclosed in the Pension Plans were terminated. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISAfinancial statements required to be provided pursuant to this Agreement or as otherwise disclosed in writing from time to time to the Agent, the Obligors have no contingent liability with respect to any post-retirement benefit under a Welfare Plan that, individually or in the aggregate liabilities would or could reasonably be expected to have a Material Adverse Effect. (ii) Each Pension Plan is and has been established, registered, funded, invested and administered in compliance with its terms and all Applicable Laws and (i) all contributions or premiums (including employee contributions or premiums made by authorized payroll deductions or other withholdings) required to be made to the appropriate funding agent in accordance with all Applicable Laws and the terms of each Loan Party Pension Plan or ERISA Affiliate Welfare Plan have been made in accordance with all Applicable Laws and the terms of each Pension Plan or Welfare Plan, (ii) there have, to its knowledge after having made reasonable inquiry, been no withdrawals, applications, payments or transfers of assets from any Pension Plan or Welfare Plan or the trusts or other funding media relating thereto which have not been made or done in accordance with all Multiemployer Plans in Applicable Laws, (iii) as at the event of a complete withdrawal therefrom, as of the close date of the most recent fiscal year of each such Multiemployer actuarial report filed with respect to the Pension Plan, would not all liabilities under each Pension Plan that is a registered pension plan were fully funded in accordance with Applicable Law, on a going concern and solvency basis, in accordance with the terms of the respective Pension Plans, the requirements of all Applicable Laws and applicable regulatory authorities using the methods and assumptions set out in such report, and (iv) to its knowledge, no event has occurred and no condition exists with respect to any Pension Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. None any Pension Plan having its registration revoked or refused for the purposes of Holdcoany Applicable Law or being placed under the administration of any relevant pension benefits regulatory authority or the Borrower being required to pay any taxes or penalties under any Applicable Law, Borrower or except for any of its Subsidiaries has any contingent liability with respect exceptions to post-retirement benefits provided by Holdco or any of its Subsidiaries under a Welfare Plan, other than clauses (i) liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA and through (iiiv) liabilities above that, individually or in the aggregate, would not and could not reasonably be expected to have a Material Adverse Effect.

Pension and Welfare Plans. (a) No ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to have a Material Adverse Effect or give rise to a Lien on the assets of any Loan Party or any Subsidiary thereofa Subsidiary. The Loan Parties, Borrower and its Subsidiaries and their ERISA Affiliates are in compliance in all respects with the presently applicable provisions of ERISA and the Code with respect to each Plan except for failures to so comply which would could not reasonably be expected to have a Material Adverse Effect. No condition exists or event or transaction has occurred with respect to any Plan which reasonably might result in the incurrence by the Borrower or any Loan Party, any Subsidiary of its Subsidiaries or any ERISA Affiliate of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Pension Plans (based on Neither the assumptions used for purposes of statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the Fair Market Value of the assets of all such underfunded Pension Plans by an amount that would reasonably be expected to have a Material Adverse Effect if the Pension Plans were terminated. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of each Loan Party or ERISA Affiliate to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, would not reasonably be expected to result in a Material Adverse Effect. None of Holdco, Borrower or nor any of its Subsidiaries has any contingent liability with respect to post-retirement benefits provided by Holdco the Borrower or any of its Subsidiaries under a Welfare Plan, other than (i) liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA ERISA, (ii) liabilities under employment agreements existing on the Effective Date and (iiiii) liabilities that, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. (b) Except as could not reasonably be expected to have a Material Adverse Effect or as set forth on Schedule 3.15(b), (i) each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, and (ii) neither the Borrower nor any of its Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan.