Common use of Pension Plans Clause in Contracts

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all All Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no . No Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)Plan, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no . No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no . No Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (e) the . The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither benefits. Neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as liability. As of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary member of the Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i7.1(j), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurredoccurred with respect to any Plan, and for plan years after December 31, 2007, no unpaid minimum required contribution existsexists with respect to any Plan, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred Code with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (ed) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (fe) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j7.1(i), and (gf) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to has incurred any liability under ERISA if the Borrower or any Subsidiary has received notice that any as a result of a Multiemployer Plan is being in reorganization or insolvent or that could reasonably be expected to result in reorganizationa Material Adverse Change. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party neither the Borrower nor any Subsidiary has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause result in a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all All Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurredoccurred with respect to any Plan, and for plan years after December 31, 2007, no unpaid minimum required contribution existsexists with respect to any Plan, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred Code with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (ed) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Changebenefits, (fe) neither the Borrower no Credit Party nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j)liability, and (gf) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower no Credit Party nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization, except in the case of each of clauses (a) through (f) as would not reasonably be expected , individually or in the aggregate, to cause a Material Adverse Change. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all All Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no . No Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)Plan, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no . No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no . No Reportable Event under Section 4043 of ERISA and the regulations issued thereunder has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance all material respects with applicable provisions of ERISA and the Code, (e) the . The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits by more than $1,000,000 in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the aggregate. Neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as liability. As of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary member of the Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all All Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no . No Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)Plan, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no “. No "accumulated funding deficiency” " (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no . No Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (e) the . The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither by more than $1,000,000. Neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event excess of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as $1,000,000. As of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA in excess of $1,000,000 if the Borrower or any Subsidiary member of the Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for the matters that could not reasonably be expected to result in a Material Adverse Changeset forth on Schedule 5.13(a) attached hereto, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan all “employee pension benefit plans”, as such term is defined in Section 3(2) of the Employee Retirement Income Security Act of 1974 (based on “ERISA”), from time to time maintained by the assumptions used to fund such Borrowers or any ERISA Affiliate (individually, a “Pension Plan” and collectively, the “Pension Plans”) did not, as of the last annual valuation date applicable theretoDecember 31, 2017, exceed the value of the assets of such Plan the Pension Plans allocable to such vested benefits benefits; (b) Except for the matters set forth on Schedule 5.13(b) attached hereto, no Pension Plan, trust created thereunder or other person dealing with any Pension Plan has engaged in an amount a non-exempt transaction proscribed by ERISA Section 406 or a non-exempt “prohibited transaction,” as such term is defined in Code Section 4975; (c) Except for the matters set forth on Schedule 5.13(c) attached hereto, no Pension Plan or trust created thereunder has been terminated within the last three (3) years, and there have been no “reportable events” (as such term is defined in ERISA Section 4043 and the ERISA regulations) with respect to any pension plan or trust created thereunder after June 30, 1974; (d) No Pension Plan or trust created thereunder has incurred any “accumulated funding deficiency” (as such term is defined in ERISA Section 302 or Code Section 412) as of the end of any plan year, whether or not waived, since the effective date of ERISA; and (e) None of the Borrowers, or any of their ERISA Affiliates (i) makes, or is obligated to make, contributions to a multiemployer plan (as defined in ERISA Section 3(37)) or has ever contributed, or been obligated to contribute, to such a plan in the past; (ii) maintains or has ever maintained (A) any plan that could has been subject to Title IV of ERISA, or (B) a defined benefit plan (as defined in ERISA Section 3(35)); or (iii) has any liability or would reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor have any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject with respect to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, plan identified in the aggregate, reasonably be expected to cause a Material Adverse Changeimmediately preceding clause (ii) above.

Pension Plans. (a) Except for matters that could not reasonably be expected to result as would not, individually or in the aggregate, have a Material Adverse ChangeEffect, all Plans are (i) each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each, a “Plan”) has been maintained in compliance with all its terms and the requirements of any applicable provisions of ERISAstatutes, orders, rules and regulations, including but not limited to ERISA and the Code; (bii) no Termination Event prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)excluding transactions effected pursuant to a statutory or administrative exemption with respect to which the conditions for exemptive relief thereunder are satisfied; (iii) no Plan has failed, and, except for matters that could not or is reasonably be expected to result in a Material Adverse Changefail, each Plan has complied with and been administered in accordance with applicable provisions to satisfy the minimum funding standards (within the meaning of ERISA and Sections 412 or 430 of the Code, (c) no “accumulated funding deficiency” (as defined in Code or Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 applicable to such Plan whether or not waived; (iv) the fair market value of the Code, (d) assets of each Plan subject to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of Title IV of ERISA and or Section 412 of the Code, (e) Code or Section 302 of ERISA exceeds the present value of all benefits vested accrued under each such Plan (determined based on the those assumptions used to fund such Plan); (v) did not, as no “reportable event” (within the meaning of the last annual valuation date applicable thereto, exceed the value Section 4043(c) of the assets of such Plan allocable to such vested benefits in an amount that could ERISA) has occurred or is reasonably be expected to result in a Material Adverse Change, occur; (fvi) neither the Borrower Company nor any member of the Controlled Group has had incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to a complete Plan or partial withdrawal from any Multiemployer premiums to the Pension Benefit Guaranty Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA); and (vii) each Plan for which there is the Company or its subsidiaries would have any unsatisfied withdrawal liability that could reasonably is intended to be expected to result in a Material Adverse Change or an Event of Default qualified under Section 7.1(j), and (g401(a) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary Code has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of a determination letter from the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement Internal Revenue Service to the Borrower effect that it is so qualified in form and nothing has occurred, whether by action or any Subsidiary for post-retirement benefits by failure to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) couldact, in the aggregate, which is reasonably be expected likely to cause a Material Adverse Changethe loss of such qualification.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred with respect to any Plan and there has been no excise tax imposed upon any Borrower or any Subsidiary under Section 4971 of the Code, (d) to the knowledge of Credit Partieseach Borrower, except for matters that could not reasonably be expected to result in a Material Adverse Change, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the any Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party neither Borrower has any reason to believe that the annual cost during the term of this Agreement to the any Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the any Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all All Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no . No Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)Plan, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no “. No "accumulated funding deficiency” " (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no . No Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance all material respects with applicable provisions of ERISA and the Code, (e) the . The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither benefits. Neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as liability. As of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary member of the Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. Except to the extent excused by the Bankruptcy Code or as a result of the filing of the Chapter 11 Cases, (a) Except except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i7.1(h), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) there has been no failure to satisfy the “accumulated minimum funding deficiency” (as defined in Section standards”, whether or not waived, under Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution existsERISA with respect to any Plan, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j7.1(i), and (g) except for matters that could not reasonably be expected to result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganizationinsolvent. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except Each Borrower shall (i) maintain all Plans which are presently in existence or may, from time to time, come into existence, in compliance with ERISA, the IRC and all other applicable laws in all material respects and (ii) make or cause to be made contributions to all of the Pension Plans in a timely manner and in a sufficient amount to comply with the requirements of Section 302 of ERISA and Section 412 of the IRC. (b) Each Borrower shall promptly deliver written notice of any of the following to the Agent and each Lender, but in no event later than thirty (30) days after such event or occurrence: (1) such Borrower or any ERISA Affiliate knows or has reason to know that a Termination Event has occurred, with such notice setting forth the details of such event; (2) the filing of a request for matters a funding waiver by such Borrower or any ERISA Affiliate with respect to any Pension Plan, a copy of such request and all correspondence received by Borrower or any ERISA Affiliate with respect to such request; (3) such Borrower or any ERISA Affiliate fails to make a required installment or payment under Section 302 of ERISA or Section 412 of the IRC by the applicable due date; (4) such Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the IRC) which could not reasonably be expected to result in have a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event Effect has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in with a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA statement describing such transaction and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred action or response taken with respect thereto; (5) any increase in the benefits of any existing Pension Plan or contribution rate to a Multiemployer Plan or the establishment of any new Pension Plan or the commencement of contributions to any Multiemployer Plan, and each Pension Plan or Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor which any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the ERISA Affiliate had not been contributing; (6) receipt by such Borrower or any Subsidiary for post-retirement benefits to be provided to ERISA Affiliate of any adverse ruling from the current and former employees Service regarding the qualification of a Pension Plan under Section 401(a) of the Borrower IRC, with a copy of such ruling; and (7) any other report such as an annual report on Form 5500 or actuarial report which any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected Lender may request from time to cause a Material Adverse Changetime.

Pension Plans. (ai) The Unfunded Liability of all Pension Plans does not in the aggregate exceed 20% of the Total Plan Liability for all such Pension Plans. Except for matters that as could not reasonably be expected to result in a Material Adverse ChangeEffect, all Plans are in compliance each Pension Plan complies with all applicable provisions requirements of law and regulations. No contribution failure under Section 430 of the Code, Section 303 of ERISA, (b) no Termination Event or the terms of any Pension Plan has occurred with respect to any Pension Plan that would result in an Event of Default sufficient to give rise to a Lien under Section 7.1(i)303(k) of ERISA or otherwise to have a Material Adverse Effect. There are no pending or, andto the knowledge of any Loan Party, threatened claims, actions, investigations, or lawsuits against any Pension Plan, any fiduciary of any Pension Plan, or any Borrower or other any member of the Controlled Group with respect to a Pension Plan or a Multiemployer Pension Plan which could reasonably be expected to have a Material Adverse Effect. Neither any Borrower nor any other member of the Controlled Group has engaged in any prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any Pension Plan or Multiemployer Pension Plan which would subject that Person to any material liability. Within the past five years, neither any Borrower nor any other member of the Controlled Group has engaged in a transaction that resulted in a Pension Plan with an Unfunded Liability being transferred out of the Controlled Group, except for matters that as could not reasonably be expected to result in have a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Effect. No Termination Event has occurred or is reasonably expected to occur with respect to any Multiemployer Pension Plan, and each except as could not reasonably be expected to have a Material Adverse Effect. (a) All contributions (if any) have been made to any Multiemployer Pension Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used that are required to fund such Plan) did not, as be made by any Borrower or any other member of the last annual valuation date applicable thereto, exceed Controlled Group under the value terms of the assets plan or of any collective bargaining agreement or by applicable law; (b) neither any Borrower nor any other 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 allocable to plan, or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such vested benefits in an amount that plan, and no condition has occurred which, if continued, could reasonably be expected to result in a Material Adverse Change, withdrawal or partial withdrawal from any such plan; and (fc) neither the any Borrower nor any other member of the Controlled Group has had a complete or partial withdrawal from received any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Pension Plan is insolvent or in reorganization. Based upon GAAP existing as , 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 date of this Agreement and current factual circumstancesCode, no Credit Party has that any reason to believe such plan is or may be terminated, or that the annual cost during the term of this Agreement to the Borrower any such plan is or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Changemay become insolvent.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurredoccurred with respect to any Plan, and for plan years after December 31, 2007, no unpaid minimum required contribution existsexists with respect to any Plan, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred Code with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (ed) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (fe) neither the Borrower no Credit Party nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (gf) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower no Credit Party nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the CodeCode in all material respects, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j7.1(i), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that There is no Unfunded Liability which would have or could not reasonably be expected to result in have a Material Adverse Change, Effect. Each Pension Plan complies in all Plans are in compliance material respects with its terms and all applicable provisions requirements of law and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA, (b) no Termination Event any other applicable law or the terms of any Pension Plan has occurred with respect to any Plan that would result in an Event of Default Pension Plan, sufficient to give rise to a Lien under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c302(f) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that or otherwise would have or could reasonably be expected to result in have a Material Adverse ChangeEffect. There are no pending or, (f) neither to the Borrower knowledge of any Loan Party, threatened, claims, actions, investigations or lawsuits against any Pension Plan, any fiduciary of any Pension Plan, or Loan Party or any other member of the Controlled Group with respect to a Pension Plan or a Multiemployer Pension Plan which would have or could reasonably be expected to have a Material Adverse Effect. No Loan Party nor any other member of the Controlled Group has had engaged in any prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any Pension Plan or any Multiemployer Pension Plan which would subject any Loan Party or any other member of the Controlled Group to any material liability. Within the past five years, no Loan Party nor any other member of the Controlled Group has engaged in a complete transaction which resulted in a Pension Plan with an Unfunded Liability being transferred out of the Controlled Group which would have or could reasonably be expected to have a Material Adverse Effect. No Termination Event has occurred or is reasonably expected to occur with respect to any Pension Plan which would have or could reasonably be expected to have a Material Adverse Effect. (b) All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by the Loan Parties or any other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable law; no Loan Party nor any other member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred any material withdrawal liability with respect to any such plan or 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, could result in a withdrawal or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), such plan; and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower no Loan Party nor any other member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received any notice that any Multiemployer Pension Plan is insolvent or in reorganization. Based upon GAAP existing as , 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 date of this Agreement and current factual circumstancesCode, no Credit Party has that any reason to believe such plan is or may be terminated, or that the annual cost during the term of this Agreement to the Borrower any such plan is or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Changemay become insolvent.

Pension Plans. (a) Except for matters that individually or in the aggregate could not reasonably be expected to result in a Material Adverse Change, (a) all Plans are in compliance in all material respects with all applicable provisions of ERISAERISA and the Code, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the CodePlan, (c) no “accumulated each Plan has at all times satisfied the minimum funding deficiency” (as defined in standard under Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, ERISA and there has been no excise tax imposed upon the Parent or any Subsidiary under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Changebenefits, (f) neither the Borrower Parent nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j)liability, and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower Parent nor any member of the Controlled Group would become subject to any liability under ERISA if during the Borrower or any Subsidiary last six years has received notice that any been a participating employer in a Multiemployer Plan is insolvent or in reorganizationduring the last six years. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Parent has no Credit Party has any reason to believe that the annual cost accrual expense during the term of this Agreement any fiscal year to the Borrower Parent or any Subsidiary for post-retirement benefits to be provided provided, except as required by law, to the current and former employees of the Borrower Parent or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, could reasonably be expected to cause a Material Adverse Changeexceed $50,000,000.00.

Pension Plans. Disclosure Schedule (a3.11) Except for matters that could not reasonably be expected to result in a Material Adverse Change, lists all Plans are applicable to the Credit Parties (other than, for greater certainty, Plans maintained by the Government of Canada or any Government of a Province of Canada to which a Credit Party is obligated to contribute under any applicable law). Each Plan is in compliance in all material respects with all the applicable provisions of ERISA, (b) no Termination the Code and other federal, state, provincial or territorial laws. No Pension Event has occurred or is reasonably expected to occur. The aggregate amount of all normal contributions (as such term is defined for the purpose of the BIA) accruing due but not paid or remitted, all amounts withheld from employees and not paid or remitted and other amounts which might give rise to a Lien giving any priority under the BIA shall never exceed the Minimum Actionable Amount. Notwithstanding anything to the contrary in this Agreement, to the extent that Lender determines that any Lien associated with respect to any Plan that would result in an Pension Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result have priority to any Lien established by Lender, a reserve will immediately be established in a Material Adverse Change, each Plan has complied with an amount that Lender deems necessary in its sole and been administered in accordance with applicable provisions absolute discretion (it being understood that such amount may equal the amount of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurredobligation secured by such Lien), and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge extent that after the establishment of such reserve the Revolving Credit PartiesLoans exceed Borrowing Availability and such overadvance is not cured within two (2) days, no Reportable it shall be an immediate Event of Default. No ERISA Event has occurred with respect or is reasonably expected to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the occur. The present value of all benefits vested accumulated benefit obligations under each Plan (based on the assumptions used to fund such Planfor purposes of Statement of Financial Accounting Standards No. 87) did not, as of the last annual valuation date applicable theretoof the most recent financial statements reflecting such amounts, exceed by more than the Minimum Actionable Amount the fair market value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j)Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (gbased on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) except for matters that could not reasonably result in a Material Adverse Changedid not, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstancesthe most recent Financial Statements reflecting such amounts, no Credit Party has any reason to believe that exceed by more than the annual cost during Minimum Actionable Amount, the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees fair market value of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) assets of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Changeall such underfunded Plans.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax Tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the CodeCode in all material respects, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j7.1(i), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all All Plans are in compliance in all material respects with all applicable provisions of ERISA, . (b) no No Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)Plan, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, . (c) no “accumulated funding deficiency” No unpaid minimum required contribution (as defined in Section 302 4971 of ERISAthe Code) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred and there has been no excise tax imposed under Section 4971 of the Code, . (d) to the knowledge of Credit Parties, no No Reportable Event (as defined in ERISA) has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance all material respects with applicable provisions of ERISA and the Code, . (e) the The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, benefits. (f) neither the Neither such Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and liability. (g) except for matters that could not reasonably result in a Material Adverse Change, as As of the most recent valuation date applicable thereto, neither the such Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the any Borrower or any Subsidiary member of the Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization. . (h) Based upon GAAP GAAP, existing as of the date of this Agreement and current factual circumstances, such Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the such Borrower or any Subsidiary member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of the such Borrower or any Subsidiary member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause have a Material Adverse ChangeEffect.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all All Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no . No Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)Plan, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no . No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no . No Reportable Event under Section 4043 of ERISA and the regulations issued thereunder has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance all material respects with applicable provisions of ERISA and the Code, (e) the . The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither benefits. Neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as liability. As of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary member of the Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could as would not reasonably be expected to result in a Material Adverse ChangeEffect, all Plans are each Plan is in compliance with all the applicable provisions of ERISA, the Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the IRS. To the best knowledge of each Loan Party, nothing has occurred that would prevent or cause the loss of such tax-qualified status. (b) There are no Termination Event has occurred pending or, to the best knowledge of each Loan Party, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. (c) (i) No ERISA Event has occurred, and neither any U.S. Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan that when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect; (ii) each U.S. Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of Default each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) no Canadian Pension Plan has any Unfunded Pension Liability; (iv) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 7.1(i), and, except for matters that could 430(d)(2) of the Code) is 60% or higher or would not reasonably be expected to result in a Material Adverse Change, each Plan has complied with Effect and been administered in accordance with applicable provisions neither any Loan Party nor any ERISA Affiliate knows of ERISA and any facts or circumstances that could reasonably be expected to cause the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and target attainment percentage for any such plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, drop below 60% as of the last annual most recent valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could and which would reasonably be expected to result in a Material Adverse Change, Effect; (fv) neither the Borrower any Loan Party nor any member ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (vi) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vii) except for a standard termination under Section 4041(b) of ERISA, no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. (d) Canadian Loan Parties are in compliance with the requirements of the Controlled Group has had FSCO and the PBA and other federal or provincial Applicable Laws with respect to each Canadian Pension Plan, except where the failure to so comply would not reasonably be expected to have a complete Material Adverse Effect. No fact or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability situation that could may reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result Effect exists in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower connection with any Canadian Pension Plan. No Canadian Loan Party nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party its Subsidiaries has any reason to believe that the annual cost during the term of this Agreement to the Borrower material withdrawal liability in connection with a Canadian Pension Plan. No Termination Event has occurred. No Lien has arisen, xxxxxx or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) couldinchoate, in the aggregate, reasonably be expected to cause a Material Adverse Changerespect of Canadian Loan Parties or their property in connection with any Canadian Pension Plan (save for contribution amounts not yet due).

Pension Plans. (a) Except for matters The Pension Plans which are “registered pension plans” as defined under the ITA are duly registered under the ITA and any other applicable Laws which require registration, have been administered in all material respects in accordance with the ITA and such other applicable Laws and no event has occurred which would reasonably be expected to cause the loss of such registered status, except to the extent that could any failure to do so would not reasonably be expected to result in have a Material Adverse ChangeEffect. All material obligations of the Borrower and each other Loan Party (including fiduciary, all funding, investment and administration obligations) required to be performed in connection with the Pension Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), andand the funding agreements therefor have been performed on a timely basis, except for matters to the extent that could any failure to do so would not reasonably be expected to result in have a Material Adverse Change, Effect. There are no outstanding disputes concerning the assets of the Pension Plans except where such disputes would not reasonably be expected to have a Material Adverse Effect. No promises of benefit improvements under the Pension Plans have been made except where such improvement would not reasonably be expected to have a Material Adverse Effect. All contributions or premiums required to be made or paid by the Borrower and each Plan has complied with and other Loan Party to those Pension Plans which are “registered pension plans” as defined under the ITA have been administered made on a timely basis in accordance with the terms of such plans and all applicable provisions Laws and all contributions or premiums required to be made or paid by the Borrower and each other Loan Party to any other Pension Plans have been made on a timely basis in accordance with the terms of ERISA such plans and all applicable Laws, except to the Codeextent that any failure to do so would not reasonably be expected to have a Material Adverse Effect. All contributions or premiums required to be made or paid by the Borrower and each other Loan Party to any Multi-Employer Plan have been made on a timely basis in accordance with the terms of such plans, (c) no all applicable collective bargaining agreements, all participation and other agreements in respect of such plans to which the Borrower or any Loan Party is a party and applicable Laws, except, in the case of any Multi-Employer Plan that is not a “accumulated funding deficiencyregistered pension plan” (as defined in Section 302 of ERISA) has occurredthe ITA, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has to the extent that any failure to do so would not reasonably be expected to have a Material Adverse Effect. There have been no excise tax imposed under Section 4971 of improper withdrawals from the Code, (d) Pension Plans except where such withdrawals would not reasonably be expected to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered have a Material Adverse Effect. Except as disclosed in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did notSchedule 5.11, as of the last annual valuation date applicable theretohereof, exceed the value each of the assets of such Pension Plans, which is a “registered pension plan” as defined under the ITA, is fully funded on a solvency basis, going concern basis and wind-up basis (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities). Subject to the matters disclosed in Schedule 5.11: (i) for any Pension Plan allocable to such vested benefits in an amount that could reasonably be expected to result in or fund, which is a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if defined contribution plan requiring the Borrower or any Subsidiary has received notice that to contribute thereto, or to deduct from payments to any Multiemployer employee and pay such deductions into or to the credit of such Pension Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement fund, all required employer and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to employee contributions have been properly withheld by the Borrower or such Subsidiary and have been fully paid into the funding arrangements for the applicable Pension Plan or fund in accordance with applicable Laws; (ii) for any Subsidiary for post-retirement benefits to be provided to Pension Plan or fund which is a defined benefit plan and is a “registered pension plan” as defined under the current and former employees ITA (“Defined Benefit Plan”), in each case of the Borrower or any Subsidiary under Subsidiary: (A) the date of the most recently filed actuarial valuations in respect of the Defined Benefit Plans that are welfare benefit plans disclosed in Schedule 5.11, and (as defined B) all payments and contributions required to be remitted or paid to or in Section 3(1) respect of ERISA) couldeach such Defined Benefit Plan, including special payments and any other payments in respect of any funding deficiencies or shortfalls, have been remitted or paid to or in respect of each such plan in a timely fashion, in accordance with the aggregateterms of the plan and all applicable Law; and (iii) any assessments owed to the Pension Benefits Guarantee Fund established under the Pension Benefits Act (Ontario), reasonably be expected or other assessments or payments required under similar legislation in any other jurisdiction, have been paid when due in accordance with applicable Law. None of the Borrower, or any Loan Party or any of their respective Affiliates is subject to cause a Material Adverse Changethe United States Employee Retirement Income Security Act of 1974, as amended.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, (c) except for matters that as could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Changeliability to any Credit Party of $5,000,000 or more, (fe) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (gf) except for matters that could not reasonably be expected to result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Restricted Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Restricted Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Restricted Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Each Title IV Plan is listed on Schedule 4.11. All Plans are in compliance in all material respects with its terms all applicable provisions of ERISA, (b) no the Code and all applicable Laws. No Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)occurred, and, except for matters that could not or is reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no occur. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred with respect to a Title IV Plan and there has been no excise tax imposed under Section 4971 of the Code, (d) Code with respect to the knowledge of Credit Parties, no a Title IV Plan. No Reportable Event has occurred occurred, or is reasonably expected to occur, with respect to any Multiemployer a Title IV Plan, and each to the Borrower’s actual knowledge no Multiemployer Plan has complied failed to comply with and been or to be administered in accordance all material respects with applicable provisions of ERISA and the Code. Neither the Borrower, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower Parent nor any member of the a Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied material withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as liability. As of the most recent valuation date applicable thereto, neither the Borrower nor any member of the a Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as Neither the Borrower, any Guarantor nor any member of the Controlled Group would have any liability in excess of $10,000,000 as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made. The present value of this Agreement the “benefit liabilities” (within the meaning of Section 4001(a)(16) of ERISA) of each Title IV Plan (using the actuarial assumptions and current factual circumstances, no Credit Party has any reason methods used by the actuary to believe that Title IV Plan in its most recent valuation of that Title IV Plan) does not exceed the annual cost during fair market value of the term assets of this Agreement each such Title IV Plan that could reasonably be expected to result in liability to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined its Subsidiaries in Section 3(1) excess of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change$10,000,000.

Pension Plans. (a) Except for matters as set forth on Schedule 6.11 hereto, (i) neither the Borrower nor any Loan Party has incurred any withdrawal liability (within the meaning of Part 1 of Subtitle E of Title IV of ERISA) with respect to any Multiemployer Plan, (ii) no Loan Party has incurred any liability under Section 502(i) of ERISA or Section 4975 of the Code with respect to the Plans, (iii) no ERISA Event has occurred and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that could not reasonably be expected to constitute or result in an ERISA Event, (iv) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 of ERISA with respect to a Multiemployer Plan, (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, (vi) each Plan is in material compliance with the applicable provisions of ERISA, the Code and other Federal or state Laws, (vii) each Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code or an application for such a letter is currently being processed by the IRS, (viii) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained, except, with respect to subsections (i) through (viii) above, as would not, in the aggregate, reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, Effect. (b) There are no Termination Event has occurred pending or, to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not be reasonably be expected to result in have a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, Effect. (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, The Borrower represents and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, warrants as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount Closing Date that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member is not and will not be using “plan assets” (within the meaning of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change29 CFR § 2510.3-101, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in modified by Section 3(13(42) of ERISA) could, of one or more Benefit Plans in connection with the aggregate, reasonably be expected to cause a Material Adverse ChangeLoans.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) there has been no failure to satisfy the “accumulated minimum funding deficiency” (as defined in Section standards”, whether or not waived, under Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution existsERISA with respect to any Plan, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably be expected to result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganizationinsolvent. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no failure to satisfy the “minimum funding standard” under Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA with respect to any Plan, or excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (fe) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (gf) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to has incurred any liability under ERISA if the Borrower or any Subsidiary has received notice that any as a result of a Multiemployer Plan is being in reorganization or insolvent or that could reasonably be expected to result in reorganizationa Material Adverse Change. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party Restricted Entity has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no No Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not is reasonably be expected likely to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no Code except as is not reasonably likely to result in a Material Adverse Change. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred with respect to any Plan and there has been no excise tax imposed under Section 4971 of the CodeCode with respect to any Plan except, (d) in each case, as is not reasonably likely to the knowledge of Credit Parties, no result in a Material Adverse Change. No Reportable Event has occurred occurred, whether individually or in the aggregate, with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance all respects with applicable provisions of ERISA and the CodeCode except, (e) the in each case, as is not reasonably likely to result in a Material Adverse Change. The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in by an amount that could reasonably be expected to result in give rise to a Material Adverse Change, (f) neither the Borrower nor any . No Obligor and no member of the Controlled Group has have had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied Obligor has any material withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as liability. As of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group their respective ERISA Affiliates would become subject to any liability under ERISA if the a Borrower or any Subsidiary of ERISA Affiliate of a Borrower has received notice that any Multiemployer Plan is insolvent or in reorganizationreorganization except as is not reasonably likely to result in a Material Adverse Change. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party neither Borrower has any reason to believe that the annual cost during the term of this Agreement to the Borrower Borrowers or any Subsidiary ERISA Affiliate of a Borrower for post-retirement benefits to be provided to the current and former employees of the a Borrower or any Subsidiary ERISA Affiliate of a Borrower under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all All Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no . No Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)Plan, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in accordance all material respects with applicable provisions of ERISA and the Code, (c) no . No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred and there has been no excise tax imposed under Section 4971 of the Code, (d) to . To the knowledge of Credit Partiesthe Borrower, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance all material respects with applicable provisions of ERISA and the Code, (e) the . The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither benefits. Neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as liability. As of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary member of the Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(13(a) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “"accumulated funding deficiency” " (as defined in Section 302 of ERISA) has occurredoccurred with respect to any Plan, and for plan years after December 31, 2007, no unpaid minimum required contribution existsexists with respect to any Plan, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred Code with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (ed) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (fe) neither the Borrower no Loan Party nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is a Loan Party or a member of the Controlled Group has incurred any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (gf) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower no Loan Party nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Restricted Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Loan Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Restricted Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Restricted Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that individually or in the aggregate could not reasonably be expected to result in a Material Adverse Change, (a) all Plans are in compliance in all material respects with all applicable provisions of ERISAERISA and the Code, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the CodePlan, (c) no “accumulated each Plan has at all times satisfied the minimum funding deficiency” (as defined in standard under Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, ERISA and there has been no excise tax imposed upon the Borrower or any Subsidiary under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Changebenefits, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j)liability, and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if during the Borrower or any Subsidiary last six years has received notice that any been a participating employer in a Multiemployer Plan is insolvent or in reorganizationduring the last six years. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost accrual expense during the term of this Agreement any fiscal year to the Borrower or any Subsidiary for post-retirement benefits to be provided provided, except as required by law, to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, could reasonably be expected to cause a Material Adverse Changeexceed $50,000,000.00.

Pension Plans. (a) Except for matters that individually or in the aggregate could not reasonably be expected to result in a Material Adverse Changeliability of greater than $50,000,000.00, (a) all Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)Plan, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred with respect to any Plan and there has been no excise tax imposed upon the Parent, the Borrower or any Subsidiary under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) except as set forth on Schedule 4.9, the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Changebenefits, (f) neither the Borrower Parent nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j)liability, and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower Parent nor any member of the Controlled Group would become subject to any liability under ERISA if during the Borrower or any Subsidiary last six years has received notice that any been a participating employer in a Multiemployer Plan is insolvent or in reorganizationduring the last six years. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party neither the Parent nor the Borrower has any reason to believe that the annual cost during the term of this Agreement to the Parent, the Borrower or any Subsidiary for post-retirement benefits to be provided provided, except as required by law, to the current and former employees of the Parent, the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, could reasonably be expected to cause result in a Material Adverse Changeliability of greater than $50,000,000.00.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (fe) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (gf) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to has incurred any liability under ERISA if the Borrower or any Subsidiary has received notice that any as a result of a Multiemployer Plan is being in reorganization or insolvent or that could reasonably be expected to result in reorganizationa Material Adverse Change. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party Restricted Entity has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurredoccurred with respect to any Plan, and for plan years after December 31, 2007, no unpaid minimum required contribution existsexists with respect to any Plan, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred Code with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (ed) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (fe) neither the Borrower no Loan Party nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is a Loan Party or a member of the Controlled Group has incurred any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (gf) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower no Loan Party nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Loan Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except Each Pension Plan of SNC and its Subsidiaries is in substantial compliance with all Applicable Laws relating to pensions and benefits and Taxes, except for matters that any non-compliance that, singly or in the aggregate, could not reasonably be expected to result in have a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, Effect; (b) As of the date of the last completed actuarial evaluation, no Termination Event Pension Plan of SNC and its Subsidiaries had any unfunded liability determined in accordance with all Applicable Laws and using assumptions and methods that are appropriate in the circumstances and in accordance with generally accepted actuarial principles and practices in the relevant country where such Pension Plan is registered, except for any such unfunded liability that is being amortized in accordance with Applicable Laws. All contributions, including any special payments to amortize any unfunded liability, required to have been made in accordance with all Applicable Laws and the terms of each Pension Plan have been made; (c) No event has occurred and no condition exists with respect to any Pension Plan that would has resulted or is reasonably likely to result in an Event any Pension Plan being ordered or required to be wound up pursuant to any applicable pension benefits Laws or having its registration revoked or refused for the purposes of Default any Applicable Laws relating to pension or benefits or Taxes or being placed under Section 7.1(i)the administration of any relevant pension benefits regulatory authority or being required to pay any Taxes or penalties under any Applicable Laws relating to pensions or benefits or Taxes except, andin each case, except for matters that if such event or condition could not reasonably be expected to result in have a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, Effect; (d) to the knowledge of Credit Parties, no Reportable Event No event has occurred with respect to any Multiemployer Planand no condition exists that has resulted, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that or could reasonably be expected to result result, in SNC or any of its Subsidiaries being required to pay, repay or refund any amount (other than contributions required to be made or benefits or expenses required to be paid in the ordinary course) to or on account of any Pension Plan as a Material Adverse Changecurrent or former member thereof where such requirement to pay, (f) neither the Borrower nor any member of the Controlled Group has had a complete repay or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that refund could reasonably be expected to result in have a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse ChangeEffect.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, Effect (a) all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse ChangeEffect, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Changebenefits, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j)liability, and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse ChangeEffect.

Pension Plans. (a) Except for matters that During the twelve-consecutive-month period before the date of the execution and delivery of this Agreement and before the date of any Advance hereunder, (i) no steps have been taken to terminate or wind up an Employee Plan (wholly or in part), which could result in a Restricted Party being required to make an additional contribution to the Pension Plan in excess of $20,000,000, (ii) except as could not reasonably be expected to result in have a Material Adverse ChangeEffect, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event contribution failure has occurred with respect to any Employee Plan that would sufficient to give rise to a lien or charge under any applicable pension benefits laws of any other jurisdiction, (iii) no condition exists and no event or transaction has occurred with respect to any Employee Plan which might reasonably be expected to result in an Event the incurrence by any Restricted Party of Default under Section 7.1(i)any liability, andfine or penalty in excess of $20,000,000, and (iv) except for matters that as could not reasonably be expected to result in have a Material Adverse Change, each Plan has complied with Effect and been administered except as disclosed in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (financial statements required to be provided pursuant to this Agreement or as defined otherwise disclosed in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007writing from time to time to the Agent, no unpaid minimum required contribution exists, and there Restricted Party has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred any contingent liability with respect to any Multiemployer post-retirement benefit under a Welfare Plan. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) each Employee Plan is in compliance with all applicable pension benefits and each Multiemployer Plan has complied with and been administered 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 applicable provisions of ERISA all Applicable Laws and the Code, terms of each Employee Plan have been made in accordance with all Applicable Laws and the terms of each Employee Plan and (eiii) the present value of all benefits vested under each no event has occurred and no conditions exist with respect to any Employee Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that has resulted or could reasonably be expected to result in a Material Adverse Change, (f) neither any Employee Plan having its registration revoked or refused for the Borrower nor purposes of any member applicable pension benefits or tax laws or being placed under the administration of the Controlled Group has had a complete any relevant pension benefits regulatory authority or partial withdrawal from being required to pay any Multiemployer Plan for which there is Taxes under any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change applicable pension benefits or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Changetax laws.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all All Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurredoccurred with respect to any Plan, and for plan years after December 31, 2007, no unpaid minimum required contribution existsexists with respect to any Plan, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred Code with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (ed) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Changebenefits, (fe) neither the Borrower no Credit Party nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j)liability, and (gf) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower no Credit Party nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization, except in the case of each of clauses (a) through (f) as would not reasonably be expected , individually or in the aggregate, to cause a Material Adverse Change. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary Credit Parties for post-retirement benefits to be provided to the current and former employees of the Borrower Credit Parties or any Subsidiary their respective Subsidiaries under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except The Unfunded Liability of all Pension Plans does not in the aggregate exceed the greater of (i) twenty percent of the Total Plan Liability for matters that could not reasonably be expected to result all such Pension Plans and (ii) $5,000,000. Each Pension Plan complies in a Material Adverse Change, all Plans are in compliance material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, (b) no Termination Event Section 302 of ERISA or the terms of any Pension Plan has occurred with respect to any Plan that would result in an Event of Default Pension Plan, sufficient to give rise to a Lien under Section 7.1(i)302(f) of ERISA, and, except for matters that could not reasonably be expected or otherwise to result in have a Material Adverse ChangeEffect. There are no pending or, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit PartiesBorrower, no Reportable Event has occurred with respect to threatened, claims, actions, investigations or lawsuits against any Multiemployer Pension Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions any fiduciary of ERISA and the Codeany Pension Plan, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the or Borrower nor or other any member of the Controlled Group has had with respect to a complete Pension Plan or partial withdrawal from any a Multiemployer Pension Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in have a Material Adverse Change Effect. Neither the Borrower nor any other member of the Controlled Group has engaged in any prohibited transaction (as defined in Section 4975 of the Code or an Event Section 406 of Default under Section 7.1(j), and (gERISA) except for matters that in connection with any Pension Plan or Multiemployer Pension Plan which could not reasonably result in be expected to have a Material Adverse Change, as of Effect. Within the most recent valuation date applicable theretopast five years, neither the Borrower nor any other member of the Controlled Group would become subject has engaged in a transaction which resulted in a Pension Plan with an Unfunded Liability being transferred out of the Controlled Group, which could reasonably be expected to have a Material Adverse Effect. No Termination Event has occurred or is reasonably expected to occur with respect to any liability under ERISA Pension Plan, which could reasonably be expected to have a Material Adverse Effect. (b) All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by the Borrower or any Subsidiary other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable law; neither the Borrower nor any other member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred any material withdrawal liability with respect to any such plan or received notice of any material claim or demand for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal from any such plan; and neither the Borrower nor any other member of the Controlled Group has received any notice that any Multiemployer Pension Plan is insolvent or in reorganization. Based upon GAAP existing as , 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 date of this Agreement and current factual circumstancesCode, no Credit Party has that any reason to believe such plan is or may be terminated, or that the annual cost during the term of this Agreement to the Borrower any such plan is or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Changemay become insolvent.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans and Multiemployer Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, in each case, except as could not reasonably be expected to result in liability exceeding $1,000,000, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (fe) neither the Borrower no Restricted Entity nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (gf) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower no Restricted Entity nor any member of the Controlled Group would become subject to has incurred any liability under ERISA if the Borrower or any Subsidiary has received notice that any as a result of a Multiemployer Plan is being in reorganization or insolvent or that could reasonably be expected to result in reorganizationa Material Adverse Change. Based upon GAAP existing as of the date of this Agreement Closing Date and current factual circumstancescircumstances as of the Closing Date, no Credit Party Restricted Entity has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary Restricted Entity for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary Restricted Entity under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i7.1(j), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurredoccurred with respect to any Plan, and for plan years after December 31, 2007, no unpaid minimum required contribution existsexists with respect to any Plan, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred Code with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (ed) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (fe) neither the US Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j7.1(i), and (gf) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the US Borrower nor any member of the Controlled Group would become subject to has incurred any liability under ERISA if the Borrower or any Subsidiary has received notice that any as a result of a Multiemployer Plan is being in reorganization or insolvent or that could reasonably be expected to result in reorganizationa Material Adverse Change. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party Restricted Entity has any reason to believe that the annual cost during the term of this Agreement to the US Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the US Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit PartiesBorrower, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary of the Borrower has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary of the Borrower for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary of the Borrower under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no No Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not is reasonably be expected likely to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no “Code except as is not reasonably likely to result in a Material Adverse Change. No "accumulated funding deficiency” " (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred with respect to any Plan and there has been no excise tax imposed under Section 4971 of the CodeCode with respect to any Plan except, (d) in each case, as is not reasonably likely to the knowledge of Credit Parties, no result in a Material Adverse Change. No Reportable Event has occurred occurred, whether individually or in the aggregate, with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance all respects with applicable provisions of ERISA and the CodeCode except, (e) in each case, as is not reasonably likely to result in a Material Adverse Change. Except with respect to the Pre-Closing Plans, the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in by an amount that could reasonably be expected to result in give rise to a Material Adverse Change, (f) neither . Neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is the Borrower has any unsatisfied material withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as liability. As of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group its ERISA Affiliates would become subject to any liability under ERISA if the Borrower or any Subsidiary of its ERISA Affiliates has received notice that any Multiemployer Plan is insolvent or in reorganizationreorganization except as is not reasonably likely to result in a Material Adverse Change. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary of its ERISA Affiliates for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary of its ERISA Affiliates under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change. No event has occurred which causes Borrower or any its ERISA Affiliates to become a "successor employer" under COBRA and the regulations thereunder with respect to any employee welfare benefit plan of any member of the Controlled Group other than the Borrower or its ERISA Affiliates' employee welfare benefit plans which could reasonably be expected to result in a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all All Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no . No Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)Plan, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no “. No "accumulated funding deficiency” " (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 20072008, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no . No Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (e) the . The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither by more than $1,000,000. Neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event excess of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as $1,000,000. As of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA in excess of $1,000,000 if the Borrower or any Subsidiary member of the Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could as would not reasonably be expected to result in a Material Adverse ChangeEffect, all Plans are each Plan is in compliance with all the applicable provisions of ERISA, the Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the IRS. To the best knowledge of each Loan Party, nothing has occurred that would prevent or cause the loss of such tax-qualified status. (b) There are no Termination Event has occurred pending or, to the best knowledge of each Loan Party, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. (c) (i) No ERISA Event has occurred, and neither any U.S. Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan that when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect; (ii) each U.S. Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of Default each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) no Canadian Pension Plan has any Unfunded Pension Liability; (iv) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 7.1(i), and, except for matters that could 430(d)(2) of the Code) is 60% or higher or would not reasonably be expected to result in a Material Adverse Change, each Plan has complied with Effect and been administered in accordance with applicable provisions neither any Loan Party nor any ERISA Affiliate knows of ERISA and any facts or circumstances that could reasonably be expected to cause the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and target attainment percentage for any such plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, drop below 60% as of the last annual most recent valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could and which would reasonably be expected to result in a Material Adverse Change, Effect; (fv) neither the Borrower any Loan Party nor any member ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (vi) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vii) except for a standard termination under Section 4041(b) of ERISA, no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. (d) Canadian Loan Parties are in compliance with the requirements of the Controlled Group has had FSCO and the PBA and other federal or provincial Applicable Laws with respect to each Canadian Pension Plan, except where the failure to so comply would not reasonably be expected to have a complete Material Adverse Effect. No fact or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability situation that could may reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result Effect exists in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower connection with any Canadian Pension Plan. No Canadian Loan Party nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party its Subsidiaries has any reason to believe that the annual cost during the term of this Agreement to the Borrower material withdrawal liability in connection with a Canadian Pension Plan. No Termination Event has occurred. No Lien has arisen, choate or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) couldinchoate, in the aggregate, reasonably be expected to cause a Material Adverse Changerespect of Canadian Loan Parties or their property in connection with any Canadian Pension Plan (save for contribution amounts not yet due).

Pension Plans. All Plans are in compliance in all material respects with all applicable provisions of ERISA. No Termination Event has occurred with respect to any Plan (a) Except other than Termination Events occurring with respect to an employee benefit plan maintained for matters employees of a funeral home or cemetery acquired by the Borrower or one of its Subsidiaries after the date of this Agreement that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in accordance all material respects with applicable provisions of ERISA and the Code, (c) no “. No "accumulated funding deficiency” " (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no . No Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance all material respects with applicable provisions of ERISA and the Code, (e) the . The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither benefits. Neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as liability. As of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary member of the Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(13(a) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except Disclosure Schedule (3.11) lists all Plans applicable to Borrower (other than, for matters that could greater certainty, Plans maintained by the Government of Canada or any Government of a Province of Canada to which Borrower is obligated to contribute under any Applicable Law). (b) No Pension Event has occurred or is reasonably expected to occur. The aggregate amount of all normal contributions (as such term is defined for the purpose of the BIA) accruing due but not paid or remitted, all amounts withheld from employees and not paid or remitted and other amounts which might give rise to a Lien giving any priority under the BIA shall never exceed the Minimum Actionable Amount. (c) In respect of the Plans and Benefit Arrangements: (i) each member of the ERISA Group is in compliance with any applicable provisions of ERISA with respect to all Benefit Arrangements, Plans and Multiemployer Plans; (ii) there has been no Prohibited Transaction with respect to any Benefit Arrangement which would reasonably be expected to result in have a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution existsEffect, and there has been no excise tax imposed under Section 4971 Prohibited Transaction with respect to any Plan or, to the best knowledge of any member of the CodeERISA Group, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan or any Multiple Employer Plan, which could result in any liability of any member of the ERISA Group; (iii) each member of the ERISA Group has made when due any and all material payments required to be made under any agreement relating to a Multiemployer Plan or a Multiple Employer Plan or any Applicable Law pertaining thereto; (iv) with respect to each Plan and Multiemployer Plan, each member of the ERISA Group (A) has materially fulfilled in all their obligations under the minimum funding standards of ERISA; (B) have not incurred any liability to the PBGC, and (C) have not had asserted against them any penalty for failure to fulfill the minimum funding requirements of ERISA; (v) to the best of the knowledge of each member of the ERISA Group, each Multiemployer Plan and Multiple Employer Plan is able to pay benefits thereunder when due; (vi) no member of the ERISA Group has instituted or intends to institute proceedings to terminate any Plan; (vii) no event requiring notice to the PBGC under Section 302(f)(4)(A) of ERISA (or, for plan years beginning after 2007, Section 303(k)(4)(A) of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, and each Multiemployer Plan has complied no amendment with and been administered in accordance with applicable provisions respect to which security is required under Section 307 (or, for plan years beginning after 2007, Section 206(g)(5) of ERISA) of ERISA and the Code, has been made or is reasonably expected to be made to any Plan; (eviii) the aggregate actuarial present value of all benefits vested benefit liabilities (whether or not vested) under each Plan (based Plan, determined on the assumptions used to fund such Plan) did nota plan termination basis, as disclosed in, and as of the last annual valuation date applicable theretoof, the most recent actuarial report for such Plan, does not exceed the aggregate fair market value of the assets of such Plan; (ix) no member of the ERISA Group has incurred or reasonably expects to incur any withdrawal liability under ERISA to any Multiemployer Plan allocable or Multiple Employer Plan; (x) no Credit Party and no other member of the ERISA Group has been notified by any Multiemployer Plan or Multiple Employer Plan that such Multiemployer Plan or Multiple Employer Plan has been terminated within the meaning of Title IV of ERISA and, to such vested benefits in an amount the best knowledge of each Credit Party, no Multiemployer Plan or Multiple Employer Plan is reasonably expected to be reorganized or terminated, within the meaning of Title IV of ERISA; (xi) to the extent that could any Benefit Arrangement is insured, each Credit Party and all other members of the ERISA Group have materially paid when due all premiums required to be paid for all periods; (xii) to the extent that any Benefit Arrangement is funded other than with insurance, each Credit Party and all other members of the ERISA Group have made when due all contributions required to be paid for all periods, except for any failure to pay when due any contributions which would not reasonably be expected to result in have a Material Adverse ChangeEffect; and (xiii) all Plans, (f) neither the Borrower nor Benefit Arrangements and Multiemployer Plans have been administered in compliance with their terms and Applicable Law, except for any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for such non-compliance which there is any unsatisfied withdrawal liability that could would not reasonably be expected to result in have a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse ChangeEffect.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurredoccurred with respect to any Plan, and for plan years after December 31, 2007, no unpaid minimum required contribution existsexists with respect to any Plan, and there has been no excise tax imposed under Section 4971 of the CodeCode with respect to any Plan, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. Schedule 3.11 lists all Pension Plans and Benefit Plans maintained or contributed to by each Credit Party as at December 31, 2017, and indicates, for each Pension Plan, whether such Pension Plan is a defined benefits plan (a“Defined Benefits Plan”) or a defined contribution plan. Since December 31, 2017, no Credit Party has established any new Defined Benefits Plan. Except for matters employees of any Credit Party who were, as of December 31, 2008, a beneficiary of a Defined Benefits Plan, no employee of any Credit Party (including, for greater certainty, any new employee of any Credit Party who became employed after such date) has, is or will be entitled to become a beneficiary of a Defined Benefits Plan. Other than as set forth in Schedule 3.11, no Credit Party has converted any Defined Benefits Plan to a defined contribution plan which is continuing. The Pension Plans are duly registered under the ITA and any other Applicable Laws which require registration, have been administered in accordance with the ITA and such other Applicable Laws and no event has occurred which could reasonably be expected to cause the loss of such registered status, except to the extent that any failure to do so could not reasonably be expected to result in have a Material Adverse ChangeEffect. All material obligations of the Borrower and each other Credit Party (including fiduciary, all funding, investment and administration obligations) required to be performed in connection with the Pension Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), andand the funding agreements therefor have been performed on a timely basis, except for matters to the extent that any failure to do so could not reasonably be expected to result in have a Material Adverse Change, Effect. There are no inactive plans or outstanding disputes concerning the assets of the Pension Plans or any benefit plans. No promises of benefit improvements under the Pension Plans or any benefit plans have been made except where such improvement could not reasonably be expected to have a Material Adverse Effect. All contributions or premiums required to be made or paid by the Borrower and each Plan has complied with and other Credit Party to the Pension Plans or any benefit plans have been administered made on a timely basis in accordance with applicable provisions the terms of ERISA such plans and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has all Applicable Laws. There have been no excise tax imposed under Section 4971 improper withdrawals or applications of the Code, (d) to assets of the knowledge of Credit Parties, no Reportable Event has occurred with respect to Pension Plans or any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered benefit plans. Except as disclosed in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did notSchedule 3.11, as of the date hereof, each of the Pension Plans is fully funded on a solvency basis and going concern basis (using actuarial methods and assumptions which are consistent with the valuations last annual valuation date filed with the applicable Governmental Authorities and which are consistent with GAAP). Neither the Borrower, nor any Credit Party is subject to the United States Employee Retirement Income Security Act of 1974, as amended. Subject to the matters disclosed in Schedule 3.11: (a) for any Pension Plan or fund, and for any other employee benefit plan which is a defined contribution plan requiring the Borrower or each other Credit Party to contribute thereto, exceed or to deduct from payments to any individual and pay such deductions into or to the value credit of such Pension Plan or fund, all required employer contributions have been properly withheld by the Borrower or such Subsidiary and fully paid into the funding arrangements for the applicable Pension Plan or fund, (b) except as otherwise set forth in Schedule 3.11, for any Defined Benefits Plan, in each case of the assets Borrower or any other Credit Party: (A) each such Pension Plan or fund or Defined Benefits Plan is fully funded on both a solvency basis and a going concern basis, (B) the most recent actuarial valuations in respect thereof are disclosed in Schedule 3.11, (C) no material changes have occurred since the date of such Plan allocable to such vested benefits in an amount that actuarial valuations which could reasonably be expected to result in a Material Adverse Change, (f) neither materially adversely affect the Borrower nor any member conclusions of the Controlled Group has had a complete or partial withdrawal from actuary concerning the funding of any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j)Defined Benefits Plan, and (gD) except for matters that could not reasonably result all payments and contributions required to be remitted or paid to or in respect of each such Pension Plan or fund or Defined Benefits Plan, including special payments and any other payments in respect of any funding deficiencies or shortfalls, have been remitted or paid to or in respect of each such plan in a Material Adverse Changetimely fashion, as in accordance in all material respects with the terms of the most recent valuation date applicable theretoplan and all Applicable Law, neither the Borrower nor and (c) any member of the Controlled Group would become subject assessments owed to any liability government-sponsored pension benefits guarantee fund, or other assessments or payments required under ERISA if the Borrower or similar legislation in any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstancesother jurisdiction, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Changehave been paid when due.

Pension Plans. (a) Except for matters as set forth on Schedule 6.12 hereto, (i) neither the Borrower nor any Loan Party has incurred any withdrawal liability (within the meaning of Part 1 of Subtitle E of Title IV of ERISA) with respect to any Multiemployer Plan, (ii) neither the Borrower nor any Loan Party intends to withdraw from a Multiemployer Plan, (iii) no Loan Party has incurred any liability under Section 502(i) of ERISA or Section 4975 of the Code with respect to the Plans, (iv) no ERISA Event has occurred and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that could not reasonably be expected to constitute or result in an ERISA Event, (v) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan, (vi) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, (vii) each Plan is in material compliance with the applicable provisions of ERISA, the Code and other Federal or state Laws, (viii) each Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code or an application for such a letter is currently being processed by the IRS, (ix) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained, except, with respect to subsections (i) through (ix) above, as would not, in the aggregate, reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, Effect. (b) There are no Termination Event has occurred pending or, to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not be reasonably be expected to result in have a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there Effect. There has been no excise tax imposed under Section 4971 prohibited transaction or violation of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred fiduciary responsibility rules with respect to any Multiemployer Plan, and each Multiemployer Plan that has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that resulted or could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse ChangeEffect.

Pension Plans. Except as would not otherwise result in material liability to the Company or its Subsidiaries: A. No “accumulated funding deficiency” (afor which an excise tax is due or would be due in the absence of a waiver) Except for matters that could as defined in Section 412 of the Code or as defined in Section 302(a)(2) of ERISA, whichever may apply, has been incurred with respect to any Pension Plan with respect to any plan year, whether or not waived. Neither the Company nor any of its Subsidiaries has failed to pay when due any “required installment”, within the meaning of Section 412(m) of the Code and Section 302(e) of ERISA, whichever may apply, with respect to any Pension Plan. B. Each Pension Plan has either (x) received a favorable determination letter from the Internal Revenue Service regarding its tax-qualification (and no event has occurred which, since the date of such letter, would reasonably be expected to result in a Material Adverse Changethe revocation of such determination letter) under Section 401 of the Code, all Plans are in compliance with all applicable or (y) has applied, or will apply to be qualified and tax-exempt under the provisions of ERISA, (bCode Sections 401(a) no Termination Event has occurred with respect to any Plan and 501(a) during the applicable remedial amendment period. C. No facts or circumstances exist that would result in an Event any material liability of Default the Company or any of its Subsidiaries under Section 7.1(i412 of the Code or Title IV of ERISA (other than in respect of any premiums payable to the PBGC in the ordinary course of business), andwhether directly or through a Controlled Group Member. Neither the Company nor any of its Subsidiaries has any material liability through any Controlled Group Member pursuant to Section 4975 of the Code and Section 502(i) of ERISA. D. The Company or its Subsidiaries have paid all premiums (and interest charges and penalties for late payment, except if applicable) due to the PBGC from the Company or its Subsidiaries, if any, with respect to each Pension Plan for matters that could not reasonably be expected to result in a Material Adverse Changeeach plan year thereof for which such premiums are required. Since November 2, each Plan 2001, there has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no unreported “accumulated funding deficiencyreportable event” (as defined in Section 302 4043(b) of ERISAERISA and the PBGC regulations under such Section) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) requiring notice to the knowledge of Credit Parties, no Reportable Event has occurred PBGC with respect to any Multiemployer Pension Plan. Since November 2, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto2001, neither the Borrower Company nor any member of the Controlled Group would its Subsidiaries has, at any time, (1) ceased operations at a facility so as to become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as provisions of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(14062(e) of ERISA, (2) couldwithdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA, in or (3) ceased making contributions on or before the aggregate, reasonably be expected Closing Date to cause a Material Adverse Changeany Pension Plan subject to Section 4064(a) of ERISA to which the Company or any of its Subsidiaries made contributions during the six years prior to the Closing Date.

Pension Plans. (a) Except for matters as set forth on Schedule 6.11 hereto, (i) neither Timken nor any Loan Party has incurred any withdrawal liability (within the meaning of Part 1 of Subtitle E of Title IV of ERISA) with respect to any Multiemployer Plan, (ii) no Loan Party has incurred any liability under Section 502(i) of ERISA or Section 4975 of the Code with respect to the Plans, (iii) no ERISA Event has occurred and neither Timken nor any ERISA Affiliate is aware of any fact, event or circumstance that could not reasonably be expected to constitute or result in an ERISA Event, (iv) neither Timken nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 of ERISA with respect to a Multiemployer Plan, (v) neither Timken nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, (vi) each Plan is in material compliance with the applicable provisions of ERISA, the Code and other Federal or state Laws, (vii) each Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code or an application for such a letter is currently being processed by the IRS, (viii) Timken and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained, except, with respect to subsections (i) through (viii) above, as would not, in the aggregate, reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, Effect. (b) There are no Termination Event has occurred pending or, to the knowledge of Timken, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not be reasonably be expected to result in have a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse ChangeEffect.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all All Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no . No Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)Plan, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no . No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no HOUSTON\2059604 -51- unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no . No Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (e) the . The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither by more than $1,000,000. Neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event excess of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as $1,000,000. As of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA in excess of $1,000,000 if the Borrower or any Subsidiary member of the Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 20072009, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit PartiesBorrower, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary of the Borrower has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary of the Borrower for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary of the Borrower under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (ai) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no No Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)Plan, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no “. No "accumulated funding deficiency” " (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred and there has been no excise tax imposed under Section 4971 of the Code, (d) to . To the knowledge of Credit Partiesany Responsible Officer of each Borrower, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance all material respects with applicable provisions of ERISA and the Code, (e) the . The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an any amount that could would reasonably be expected to result in cause a Material Adverse Change, (f) neither . None of the Borrower Borrowers nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied material withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as liability. As of the most recent valuation date applicable thereto, neither none of the Borrower Borrowers nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party none of the Borrowers has any reason to believe that the annual cost during the term of this Agreement to the such Borrower or any Subsidiary of its Subsidiaries for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary of its Subsidiaries under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change. (ii) As to any Canadian Pension Plans of the Canadian Borrower or any other Obligor: (i) such Canadian Pension Plans are duly registered under all applicable provincial pension benefits legislation, (ii) all obligations of the Canadian Borrower or such Obligor (including fiduciary, funding, investment and administrative obligations) required to be performed in connection with such Canadian Pension Plans or the funding agreements therefor have been performed in a timely fashion and there are no outstanding disputes concerning the assets held pursuant to any such funding agreement, (iii) all contributions or premiums required to be made by the Canadian Borrower or such Obligor to such Canadian Pension Plans have been made in a timely fashion in accordance with the terms of the Canadian Pension Plans and applicable laws and regulations, (iv) all employee contributions to the Canadian Pension Plans required to be made by way of authorized payroll deduction have been properly withheld by the Canadian Borrower or such Obligor, as applicable, and fully paid into the Canadian Pension Plans in a timely fashion, (v) all reports and disclosures relating to the Canadian Pension Plans required by any applicable laws or regulations have been filed or distributed in a timely fashion, (vi) there have been no improper withdrawals or applications of the assets of any of the Canadian Pension Plans, (vii) no amount is owing by any of the Canadian Pension Plans under the ITA or any provincial taxation statute, (viii) the Canadian Pension Plans are fully- funded both on an ongoing basis and on an insolvency basis (using actuarial assumptions and methods which are consistent with the valuations last filed with the applicable governmental authorities and which are consistent with generally accepted actuarial principles), and (ix) the Canadian Borrower and each such other Obligor, after diligent inquiry, has neither any knowledge nor any grounds for believing that any of such Canadian Pension Plans is the subject of any investigation, proceeding, action or claim. There exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such proceeding, action or claim.

Pension Plans. (a) Except for matters that could With respect to each Cineplex Odeon Pension Plan, except as would not reasonably be expected to result in have a Cineplex Odeon Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISAEffect, (bi) no Termination Event steps have been taken to terminate any Cineplex Odeon Pension Plan now maintained or contributed to, no termination of any Cineplex Odeon Pension Plan has occurred with respect pursuant to any Plan that would result which all liabilities have not been satisfied in an Event of Default full, no liability under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions Title IV of ERISA and the Codehas been incurred by Cineplex Odeon, (c) no “accumulated funding deficiency” (as defined any Cineplex Odeon Subsidiary or any Cineplex Odeon ERISA Affiliate that has not been satisfied in Section 302 of ERISA) has occurredfull, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount no condition exists that could reasonably be expected to result in Cineplex Odeon, any Cineplex Odeon Subsidiary or any Cineplex Odeon ERISA Affiliate incurring a Material Adverse Change, liability under Title IV of ERISA or could constitute grounds for terminating any Cineplex Odeon Pension Plan; (fii) neither no proceeding has been initiated by the Borrower nor PBGC to terminate any member Cineplex Odeon Pension Plan or to appoint a trustee to administer any Cineplex Odeon Pension Plan; (iii) each Cineplex Odeon Pension Plan which is subject to Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Controlled Group Code, has had a complete or partial withdrawal from been maintained in compliance with the minimum funding standards of ERISA and the Code and no such Cineplex Odeon Pension Plan has incurred any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans ("accumulated funding deficiency," as defined in Section 3(1) 412 of the Code and Section 302 of ERISA, whether or not waived; (iv) couldneither Cineplex Odeon nor any Cineplex Odeon Subsidiary, nor any Cineplex Odeon ERISA Affiliate, has sought nor received a waiver of its funding requirements with respect to any Cineplex Odeon Pension Plan and all contributions payable with respect to each Cineplex Odeon Pension Plan have been timely made; (v) within the immediately preceding three years, no reportable event, within the meaning of Section 4043 of ERISA, and no event described in Section 4062 or 4063 of ERISA, has occurred with respect to any Cineplex Odeon Pension Plan; and (vi) the funded status of each Cineplex Odeon Pension Plan as reflected in the aggregateactuarial reports of Wxxxxx Xxxxx and Company, reasonably be expected with respect to cause a Material Adverse Changethe United States employees, prepared as of January, 1996 are accurate and such reports fairly present the funded status of such Cineplex Odeon Pension Plan as of the respective date on the basis set forth therein.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all All Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no . No Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)Plan, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no “. No "accumulated funding deficiency” " (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 20072014, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no . No Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (e) the . The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither benefits. Neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as liability. As of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary member of the Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that During the twelve-consecutive-month period before the date of the execution and delivery of this Agreement and before the date of any Advance hereunder, (i) no steps have been taken to terminate any Pension Plan (wholly or in part), which could not reasonably be expected to result in a Material Adverse Change, all Plans are Restricted Party being required by applicable Requirements of Law to make an additional contribution to the Pension Plan in compliance with all applicable provisions excess of ERISA$1,000,000, (bii) no Termination Event contribution failure has occurred with respect to any Pension Plan that would result sufficient to give rise to a lien or charge under any applicable pension benefits laws of any other jurisdiction that, individually or in an Event of Default under Section 7.1(i), and, except for matters that the aggregate could not reasonably be expected to result in cause a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (ciii) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, condition exists and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event event or transaction has occurred with respect to any Multiemployer Plan, and each Multiemployer Pension Plan has complied with and been administered which might result in the incurrence by any Restricted Party of any liability (other than a liability to pay benefits in accordance with applicable provisions the Pension Plan), fine or penalty in excess of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j)$1,000,000, and (giv) except for matters that could not reasonably result as disclosed in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject financial statements required to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of be provided pursuant to this Agreement and current factual circumstancesor as otherwise disclosed in writing from time to time to the Agent, no Credit Restricted Party has any reason contingent liability with respect to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower benefit under a Welfare Plan that, individually or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, aggregate could reasonably be expected to cause a Material Adverse Change. (b) Each Pension Plan is in compliance in all material respects with all applicable pension benefits and tax laws, (i) 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 Pension Plan have been made in accordance with all applicable laws and the terms of each Pension Plan, (ii) all liabilities under each Pension Plan which are required by applicable Requirements of Law to be funded are fully funded, on a going concern and solvency basis, in accordance with the terms of the respective Pension Plans, the requirements of applicable pension benefits laws and of applicable regulatory authorities and the most recent actuarial report filed with respect to the Pension Plan, and (iii) no event has occurred and no conditions exist with respect to any Pension Plan that has resulted or could reasonably be expected to result in any 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 (iii) above that, individually or in the aggregate, could not reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result as set forth in a Material Adverse ChangeSchedule 4.12, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)within the six years prior to the Closing Date, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied in all material respects in accordance with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no “. No "accumulated funding deficiency” " (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred and there has been no excise tax imposed under Section 4971 of the Code, (d) . To the extent any such action or inaction could reasonably be attributable to the Company or to the knowledge of Credit Partiesa Responsible Officer of the Company, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied in all material respects with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (e) the . The present value of all benefits vested and unvested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested and unvested benefits in an any amount that could reasonably be expected to result in have a Material Adverse Change, (f) neither Effect. None of the Borrower nor Company or any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied material withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as liability. As of the most recent valuation date applicable thereto, neither none of the Borrower nor Company or any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement Closing Date and current factual circumstances, the Company has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower Company or any Subsidiary of its Subsidiaries for post-retirement benefits to be provided to the current and former employees of the Borrower Company or any Subsidiary of its Subsidiaries under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause have a Material Adverse ChangeEffect.

Pension Plans. (a) Except for matters that individually or in the aggregate could not reasonably be expected to result in a Material Adverse Change, (a) all Plans are in compliance in all material respects with all applicable provisions of ERISAERISA and the Code, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the CodePlan, (c) no “accumulated each Plan has at all times satisfied the minimum funding deficiency” (as defined in standard under Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, ERISA and there has been no excise tax imposed upon the Parent or any Subsidiary under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Changebenefits, (f) neither the Borrower Parent nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j)liability, and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower Parent nor any member of the Controlled Group would become subject to any liability under ERISA if during the Borrower or any Subsidiary last six years has received notice that any been a participating employer in a Multiemployer Plan is insolvent or in reorganizationduring the last six years. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Parent has no Credit Party has any reason to believe that the annual cost accrual expense during the term of this Agreement any fiscal year to the Borrower Parent or any Subsidiary for post-retirement benefits to be provided provided, except as required by law, to the current and former employees of the Borrower Parent or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, could reasonably be expected to cause result in a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “"accumulated funding deficiency” " (as defined in Section 302 of ERISA) has occurredoccurred with respect to any Plan, and for plan years after December 31, 2007, no unpaid minimum required contribution existsexists with respect to any Plan, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred Code with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (ed) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (fe) neither the Borrower no Credit Party nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (gf) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower no Credit Party nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that individually or in the aggregate could not reasonably be expected to result in a Material Adverse Changeliability of greater than $25,000,000.00, (a) all Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)Plan, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred with respect to any Plan and there has been no excise tax imposed upon the Parent, the Borrower or any Subsidiary under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Changebenefits, (f) neither the Borrower Parent nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j)liability, and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower Parent nor any member of the Controlled Group would become subject to any liability under ERISA if during the Borrower or any Subsidiary last six years has received notice that any been a participating employer in a Multiemployer Plan is insolvent or in reorganizationduring the last six years. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party neither the Parent nor the Borrower has any reason to believe that the annual cost during the term of this Agreement to the Parent, the Borrower or any Subsidiary for post-retirement benefits to be provided provided, except as required by law, to the current and former employees of the Parent, the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, could reasonably be expected to cause result in a Material Adverse Changeliability of greater than $25,000,000.00.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all All Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred with respect to any Plan and there has been no excise tax imposed upon the Borrower or any Restricted Subsidiary under Section 4971 of the Code, (d) to the knowledge of Credit PartiesBorrower, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Changebenefits, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j)liability, and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary member of the Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization, except with respect to clauses (c) through (g), as could not reasonably be expected to result in a Material Adverse Change. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, could reasonably be expected to cause result in a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no No Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)Plan, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no “. No material "accumulated funding deficiency” " (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred and there has been no excise tax imposed under Section 4971 of the Code, (d) to . To the knowledge of Credit Partiesany Responsible Officer of each Borrower, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance all material respects with applicable provisions of ERISA and the Code, (e) the . The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an any amount that could would reasonably be expected to result in cause a Material Adverse Change, (f) neither . None of the Borrower Borrowers nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied material withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as liability. As of the most recent valuation date applicable thereto, neither none of the Borrower Borrowers nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party none of the Borrowers has any reason to believe that the annual cost during the term of this Agreement to the such Borrower or any Subsidiary of its Subsidiaries for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary of its Subsidiaries under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (aExhibit 8.1(P) Except for matters that could not reasonably be expected identifies each Plan maintained, sponsored or contributed to result by any Borrower. With respect to each Plan, no Borrower, nor any ERISA Affiliate of Borrower is, in a Material Adverse Changeany material respect, all Plans are in compliance with all violation of the applicable provisions of ERISA, the IRC, or other applicable laws. Except as set forth on Exhibit 8.1(P), within the six (b6) years prior to the date of this Agreement, (a) no Termination Event has occurred Prohibited Transaction with respect to which any Plan that would result in an Event Borrower or any ERISA Affiliate of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no any Borrower may incur any liability or Reportable Event has occurred with respect to any Multiemployer Plan, and each nor has any Plan been the subject of a waiver of the minimum funding standard under Section 412 of the IRC (other than with respect to a Multiemployer Plan (of which such deficiency such Borrower has complied with and no knowledge)); (b) no Plan has experienced an accumulated funding deficiency under Section 412 of the IRC; (c) no Lien has been administered imposed upon any Borrower or any ERISA Affiliate of any Borrower under Section 412(n) of the IRC; (d) no Plan has been amended in accordance with applicable provisions such a way that the security requirements of ERISA and Section 401(a)(29) of the Code, IRC apply; (e) no notice of intent to terminate a Plan has been distributed to affected parties or filed with the present value PBGC under Section 4041 of all benefits vested ERISA, nor has any Plan been terminated under each Plan (based on the assumptions used to fund such PlanSection 4041(e) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, ERISA; (f) the PBGC has not instituted proceedings to terminate, or appoint a trustee to administer, a Plan and no event has occurred or condition exists which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (g) neither the any Borrower nor any member ERISA Affiliate of the Controlled Group has had a complete any Borrower would be liable for any amount pursuant to Sections 4062, 4063 or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event 4064 of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, ERISA if all Plans terminated as of the most recent valuation date applicable thereto, neither the Borrower nor any member dates of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.such Plans;

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurredoccurred with respect to any Plan, and for plan years after December 31, 2007, no unpaid minimum required contribution existsexists with respect to any Plan, and there has been no excise tax imposed upon any Borrower or any Subsidiary under Section 4971 of the Code, (d) to the knowledge of Credit Partieseach Borrower, except for matters that could not reasonably be expected to result in a Material Adverse Change, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the any Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party Restricted Entity has any reason to believe that the annual cost during the term of this Agreement to the any Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the any Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (aExcept as disclosed on Schedule 8.1(P) Except for matters that could not reasonably be expected to result attached hereto and made a part hereof, neither Borrower nor any of its Subsidiaries has any Plan. Neither Borrower, any ERISA Affiliate of Borrower, nor any Plan is, in a Material Adverse Changeany material respect, all Plans are in compliance with all applicable violation of any of the provisions of ERISA, the IRC, or other applicable laws. Except as set forth on Schedule 8.1(P), since January 1, 1992, (ba) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Prohibited Transaction or Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer nor has any Plan been the subject of a waiver of the minimum funding standard under Section 412 of the IRC; (b) no Plan has complied with and experienced an accumulated funding deficiency under Section 412 of the IRC; (c) no lien has been administered imposed upon Borrower or any ERISA Affiliate of Borrower under Section 412(n) of the IRC; (d) no Plan has been amended in accordance with applicable provisions such a way that the security requirements of ERISA and Section 401(a)(29) of the Code, IRC apply; (e) no notice of intent to terminate a Plan has been distributed to affected parties or filed with the present value PBGC under Section 4041 of all benefits vested ERISA, nor has any Plan been terminated under each Plan (based on the assumptions used to fund such PlanSection 4041(e) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, ERISA; (f) the PBGC has not instituted proceedings to terminate, or appoint a trustee to administer, a Plan and no event has occurred or condition exists which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (g) neither the Borrower nor any member ERISA Affiliate of the Controlled Group has had a complete Borrower would be liable for any amount pursuant to Sections 4062, 4063 or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event 4064 of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, ERISA if all Plans terminated as of the most recent valuation date applicable thereto, neither the Borrower nor any member dates of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.such Plans;

Pension Plans. Each Employee Benefit Plan (aother than a Multiemployer Plan) Except for matters that could not reasonably be expected of the Company and its Subsidiaries and, to result the knowledge of the Company and its Subsidiaries, each Multiemployer Plan of the Company and its Subsidiaries is in a Material Adverse Change, all Plans are in material compliance with all the applicable provisions of ERISAall Legal Requirements, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of including ERISA and the Code. Each Plan of the Company and its Subsidiaries is set forth in Exhibit 7.14 (as from time to time hereafter supplemented in accordance with Section 6.4.1). Except as specifically set forth in Exhibit 7.14, the fair market value of the assets of each Plan (cother than a Multiemployer Plan) of the Company and its Subsidiaries exceeds the actuarial present value of the liabilities of each such Plan. Except as set forth in Exhibit 7.14, no “accumulated funding deficiencyreportable event” (as defined in Section 302 section 4043 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in termination of any Plan or the appointment by the appropriate United States District Court of a Material Adverse Changetrustee to administer any Plan, (fhas occurred; no ERISA Group Person has been notified, orally or in writing, by the PBGC that any proceedings to terminate any Plan or to cause a trustee to be appointed to administer any Plan are pending, threatened or have been instituted; no proceeding is pending, threatened or has been instituted by any fiduciary of any Plan against any ERISA Group Person to enforce section 515 or 4219(c)(5) neither the Borrower nor of ERISA; and no Lien in favor of any member Plan could reasonably be expected to be imposed. Each ERISA Group Person has met all of the Controlled Group has had a complete or partial withdrawal from any funding standards under section 302 of ERISA and section 412 of the Code which are applicable to all Plans that are not Multiemployer Plan for Plans, and no condition exists which there is any unsatisfied withdrawal liability that could reasonably be expected to result in the institution of proceedings to terminate any Plan that is not a Material Adverse Change or an Event Multiemployer Plan under section 4042 of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as ERISA. To the knowledge of the most recent valuation date applicable theretoCompany and its Subsidiaries, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice no Plan that any is a Multiemployer Plan is currently insolvent or in reorganization. Based upon GAAP existing as of reorganization or has been terminated within the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) meaning of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans and Multiemployer Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, in each case, except as could not reasonably be expected to result in liability exceeding $1,000,000, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (fe) neither the Borrower no Restricted Entity nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (gf) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower no Restricted Entity nor any member of the Controlled Group would become subject to has incurred any liability under ERISA if the Borrower or any Subsidiary has received notice that any as a result of a 91 Multiemployer Plan is being in reorganization or insolvent or that could reasonably be expected to result in reorganizationa Material Adverse Change. Based upon GAAP existing as of the date of this Agreement Amendment No. 1 Effective Date and current factual circumstancescircumstances as of the Amendment No. 1 Effective Date, no Credit Party Restricted Entity has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary Restricted Entity for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary Restricted Entity under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, The Borrower shall (i) maintain all Plans which are presently in existence or may, from time to time, come into existence, in compliance with all applicable provisions of ERISA, the IRC and all other applicable laws in all material respects and (ii) make or cause to be made contributions to all of the Pension Plans in a timely manner and in a sufficient amount to comply with the requirements of Section 302 of ERISA and Section 412 of the IRC. (b) The Borrower shall promptly deliver written notice of any of the following to the Agent and each Lender, but in no event later than thirty (30) days after such event or occurrence: (1) the Borrower or any ERISA Affiliate knows or has reason to know that a Termination Event has occurred, with such notice setting forth the details of such event; (2) the filing of a request for a funding waiver by the Borrower or any ERISA Affiliate with respect to any Pension Plan, a copy of such request and all correspondence received by Borrower or any ERISA Affiliate with respect to such request; (3) the Borrower or any ERISA Affiliate fails to make a required installment or payment under Section 302 of ERISA or Section 412 of the IRC by the applicable due date; (4) the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the IRC) has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in with a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA statement describing such transaction and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred action or response taken with respect thereto; (5) any increase in the benefits of any existing Plan or contribution rate to a Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Multiemployer Plan, and each Plan or Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to ERISA Affiliate had not been contributing; (6) receipt by the Borrower or any Subsidiary for post-retirement benefits to be provided to ERISA Affiliate of any adverse ruling from the current and former employees Service regarding the qualification of a Plan under Section 401(a) of the Borrower IRC, with a copy of such ruling; and (7) any other report such as an annual report on Form 5500 or actuarial report in which any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected Lender may request from time to cause a Material Adverse Changetime.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all All Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no . No Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)Plan, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no . No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 20072013, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no . No Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (e) the . The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither by more than $1,000,000. Neither the Borrower nor any member of the Controlled Group has had a complete or partial -63- withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event excess of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as $1,000,000. As of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA in excess of $1,000,000 if the Borrower or any Subsidiary member of the Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (ai) Except for matters that could not reasonably be expected Set forth on Schedule 5.01(j) hereto is a complete and accurate list of all Plans, Multiemployer Plans and Welfare Plans with respect to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions any employees of ERISA, any Loan Party. (bii) no Termination No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan of any Loan Party or any of its ERISA Affiliates that would has resulted in or is reasonably likely to result in liability of any Loan Party in excess, either individually or in the aggregate with all other ERISA Events which have occurred or are reasonably expected to occur, of $2,000,000. (iii) Schedule B (Actuarial Information) to the 1997 annual report (Form 5500 Series) for each Plan of any Loan Party and each Plan of each ERISA Affiliate that is not a Loan Party and that has an Event Insufficiency in excess of Default under Section 7.1(i)$2,000,000, andcopies of which have been filed with the Internal Revenue Service and furnished to the Lenders, except is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (iv) Neither any Loan Party nor any of its ERISA Affiliates has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan which would, either individually or in the aggregate with other payments of Withdrawal Liability with respect to all Multiemployer Plans, increase the amounts contributed or required to be contributed by the Loan Parties to such Multiemployer Plans by the Loan Parties for matters the plans years of such Multiemployer Plans immediately preceding the plan year in which such Withdrawal Liability is incurred by an amount exceeding $1,000,000. (v) Neither any Loan Party nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan of any Loan Party or any of its ERISA Affiliates that could not such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA where the amount of liability incurred, or that may reasonably be expected to result in a Material Adverse Changebe incurred, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and by the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred Loan Parties with respect to any Multiemployer Plansuch event, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent either individually or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstancesaggregate with all other such events, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Changewould exceed $2,000,000.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “"accumulated funding deficiency” " (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower Parent nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower Parent nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower Parent or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower Parent or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower Parent or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that During the twelve-consecutive-month period before the date of the execution and delivery of this Agreement and before the date of any Advance hereunder, (i) no steps have been taken to terminate or wind up an Employee Plan (wholly or in part), which could result in a Restricted Party being required to make an additional contribution to the Pension Plan in excess of $20,000,00050,000,000, (ii) except as could not reasonably be expected to result in have a Material Adverse ChangeEffect, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event contribution failure has occurred with respect to any Employee Plan that would sufficient to give rise to a lien or charge under any applicable pension benefits laws of any other jurisdiction, (iii) no condition exists and no event or transaction has occurred with respect to any Employee Plan which might reasonably be expected to result in an Event the incurrence by any Restricted Party of Default under Section 7.1(i)any liability, andfine or penalty in excess of $20,000,00050,000,000, and (iv) except for matters that as could not reasonably be expected to result in have a Material Adverse Change, each Plan has complied with Effect and been administered except as disclosed in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (financial statements required to be provided pursuant to this Agreement or as defined otherwise disclosed in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007writing from time to time to the Agent, no unpaid minimum required contribution exists, and there Restricted Party has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred any contingent liability with respect to any Multiemployer post-retirement benefit under a Welfare Plan. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) each Employee Plan is in compliance with all applicable pension benefits and each Multiemployer Plan has complied with and been administered 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 applicable provisions of ERISA all Applicable Laws and the Code, terms of each Employee Plan have been made in accordance with all Applicable Laws and the terms of each Employee Plan and (eiii) the present value of all benefits vested under each no event has occurred and no conditions exist with respect to any Employee Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that has resulted or could reasonably be expected to result in a Material Adverse Change, (f) neither any Employee Plan having its registration revoked or refused for the Borrower nor purposes of any member applicable pension benefits or tax laws or being placed under the administration of the Controlled Group has had a complete any relevant pension benefits regulatory authority or partial withdrawal from being required to pay any Multiemployer Plan for which there is Taxes under any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change applicable pension benefits or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Changetax laws.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no No Termination Event has occurred or is reasonably expected to occur with respect to any Plan that would result in an Event of Default under Section 7.1(i)Plan, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no “. No "accumulated funding deficiency” " (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred with respect to the Plan and there has been no excise tax imposed under Section 4971 of the Code, (d) Code with respect to the knowledge of Credit Parties, no Plan. No Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance all material respects with applicable provisions of ERISA and the Code, (e) the . The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an any amount that could reasonably be expected to result in have a Material Adverse Change, (f) neither Effect. Neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied material withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as liability. As of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice (or has knowledge of any reason to expect) that any Multiemployer Plan is insolvent or in reorganizationreorganization or has been terminated within the meaning of Title IV of ERISA. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, The Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary of its Subsidiaries for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary of its Subsidiaries under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause have a Material Adverse ChangeEffect. Neither the Borrower nor any member of the Controlled Group has incurred any liability to the PBGC which remains outstanding other than the payment of premiums, and there are no premium payments which have become due which are unpaid. Schedule B to the most recent annual report filed with the Internal Revenue Service with respect to each Plan and furnished to the Banks is complete and accurate. Since the date of each such Schedule B, there has been no material adverse change in the funding status or financial condition of the Plan relating to such Schedule B. Neither the Borrower nor any member of the Controlled Group has failed to make a required contribution or payment to a Multiemployer Plan. Neither the Borrower nor any member of the Controlled Group has failed to make a required installment or any other required payment to a Plan under Section 412 of the Code on or before the due date for such installment or other payment. Neither the Borrower nor any Subsidiary is subject to any liability under Sections 4063, 4064, 4069, 4204 or 4212(c) of ERISA and no other member of the Controlled Group is subject to any liability under Sections 4063, 4064, 4069, 4204 or 4212(c) of ERISA which could reasonably be expected to subject the Borrower or any Guarantor to any liability which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Pension Plans. (a) Except for matters that could not reasonably be expected to result as set forth in a Material Adverse ChangeSchedule 4.12, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)within the six years prior to the Closing Date, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied in all material respects with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no “. No "accumulated funding deficiency” " (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred and there has been no excise tax imposed under Section 4971 of the Code, (d) . To the extent any such action or inaction could reasonably be attributable to the Borrower or to the knowledge of Credit Partiesa Responsible Officer of the Borrower, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied in all material respects with and been administered in accordance all material respects with applicable provisions of ERISA and the Code, (e) the . The present value of all benefits vested and unvested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested and unvested benefits in an any amount that could reasonably be expected to result in cause a Material Adverse Change, (f) neither . None of the Borrower nor or any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied material withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as liability. As of the most recent valuation date applicable thereto, neither none of the Borrower nor or any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement Closing Date and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary of its Subsidiaries for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary of its Subsidiaries under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans and Multiemployer Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, in each case, except as could not reasonably be expected to result in liability exceeding $1,000,000, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (fe) neither the Borrower no Restricted Entity nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (gf) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower no Restricted Entity nor any member of the Controlled Group would become subject to has incurred any liability under ERISA if the Borrower or any Subsidiary has received notice that any as a result of a Multiemployer Plan is being in reorganization or insolvent or that could reasonably be expected to result in reorganizationa Material Adverse Change. Based upon GAAP existing as of the date of this Agreement Closing Date and current factual circumstancescircumstances as of the Closing Date, no Credit Party Restricted Entity has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary Restricted Entity for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary Restricted Entity under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that All Plans are in compliance in all material respects with all applicable provisions of ERISA, except where such non-compliance could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no . No Termination Event has occurred with respect to any Plan that would could reasonably be expected to result in an Event a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of Default under Section 7.1(i), andERISA and the Code, except for matters that where the failure to so comply or administer could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no . No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred and there has been no excise tax imposed under Section 4971 of the Code, (d) except, in each case, as could not reasonably be expected to the knowledge of Credit Parties, no result in a Material Adverse Change. No Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (e) except where the failure to so comply or administer could not reasonably be expected to result in a Material Adverse Change. The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that benefits, except where such circumstance could not reasonably be expected to result in a Material Adverse Change, (f) neither . Neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as liability. As of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary member of the Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization, except where such circumstance could not reasonably be expected to result in a Material Adverse Change. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all All Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no . No Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)Plan, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no “. No "accumulated funding deficiency” " (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no . No Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance all material respects with applicable provisions of ERISA and the Code, (e) the . The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither benefits. Neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as liability. As of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary member of the Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change. (i) Condition and Title of Property; Casualties. Each of the Borrower and its Subsidiaries has good and defensible title to, or a valid leasehold interest in, or has the right to

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all All Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no . No Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)Plan, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in accordance all material respects with applicable provisions of ERISA and the Code, (c) no “. No "accumulated funding deficiency” " (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred and there has been no excise tax imposed under Section 4971 of the Code, (d) to . To the best knowledge of Credit Partiesthe Borrower or MI, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance all material respects with applicable provisions of ERISA and the Code, (e) the . The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither by more than $5,000,000. Neither the Borrower nor MI nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability in an amount that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in cause a Material Adverse Change, as . As of the most recent valuation date dated applicable thereto, neither the Borrower nor MI nor any member of the Controlled Group would become subject to any liability under ERISA in an amount that could reasonably be expected to cause a Material Adverse Change if the Borrower or MI or any Subsidiary member of the Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Obligors have no Credit Party has any reason to believe that the annual cash cost during the term of this Agreement to the Borrower or MI or any Subsidiary member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of the Borrower or MI or any Subsidiary member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(13(a) of ERISA) ERISA could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect: (i) each “pension plan” within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974, all Plans are as amended, and including the regulations thereunder (“ERISA”)which is established or maintained by the Company or any member of its Controlled Group (defined as any trade or business that, together with the Company, is treated as a single employer under Section 414(b) or 414(c) of the Internal Revenue Code of 1986, as amended, and including the regulations thereunder (the “Code”) (each, a “Pension Plan”) is in compliance in all material respects with all presently applicable provisions of ERISA, ; (bii) no Termination Event “reportable event” (as defined in Section 4043(c) of ERISA) has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could Pension Plan; (iii) the Company has not incurred and does not reasonably be expected expect to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions incur liability under (1) Title IV of ERISA and the Codewith respect to termination of, or withdrawal from, any Pension Plan or (c2) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section Sections 412 or 4971 of the Code, ; and (div) each Pension Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service stating that it is so qualified in all material respects and to the Company’s knowledge nothing has occurred, whether by action or by failure to act, which would cause the loss of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the such qualification. The present value of all benefits vested accumulated benefit obligations under each Pension Plan (based on the those assumptions used to fund such PlanPension Plans) did not, as of the last annual valuation date applicable theretoprior to the date on which this representation is made or deemed made, exceed the value of the assets of such Pension Plan allocable to such vested accrued benefits in by an amount that could reasonably be expected to amount, which, if all of such Pension Plans which were underfunded were terminated, would result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse ChangeEffect.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all All Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no . No Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)Plan, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no . No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no . No Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (e) the . The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither by more than $1,000,000. Neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event excess of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as $1,000,000. As of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA in excess of $1,000,000 if the Borrower or any Subsidiary member of the Controlled Group has received notice that any HOUSTON\2067330.8 -50- Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (ai) Except for matters No fact, including but not limited to any “reportable event”, as that could not reasonably be expected to result term is defined in a Material Adverse ChangeSection 4043 of ERISA exists in connection with any Plan of any Obligor or of and Person affiliated with any Obligor (collectively, all Plans are in compliance with all applicable provisions of ERISAthe “Companies”), under Sections 414(b), (bc), (m), (n) and (o) of the Internal Revenue Code of 1986, as amended (the “Code”) which might constitute grounds for termination of any such Plan by the Pension Benefit Guaranty Corporation (the “PBGC”), or for the appointment by the appropriate United States District Court of a trustee to administer any such Plan; (ii) No “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code exists or will exist upon the execution and delivery of this Agreement and the other Financing Agreements, or the performance by the parties hereto or thereto of their respective duties and obligations hereunder and thereunder; (iii) Each of the Companies have made or accrued all contributions due under the terms of the Plans, and no Termination Event application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has occurred been made with respect to any “pension plan”, as defined in Section 3 of ERISA, that is subject to Title IV of ERISA, and the present fair market value of all Plan that would result in an Event assets exceeds the present value of Default all vested benefits under Section 7.1(ieach Plan on a plan termination basis (using PBGC actuarial assumptions), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each as determined on the most recent valuation date of the Plan has complied with and been administered in accordance with applicable provisions ERISA and each of the Companies agrees to do all acts, including, but not limited to, timely making all contributions necessary to maintain compliance with ERISA or the Code, and agrees not to terminate any such Plan in a manner or do or fail to do any act which could result in the imposition of a Lien on any of its properties pursuant to Section 4068 of ERISA; (iv) None of the Companies sponsors or maintains, and has never contributed to, and has not incurred any withdrawal liability under a “multi-employer plan” as defined in Section 3 of ERISA and none of the Companies has any written or verbal commitment of any kind to establish, maintain or contribute to any “multi-employer plan” under the Multi-employer Pension Plan Amendment Act of 1980; (v) None of the Companies has any unfunded liability in contravention of ERISA and the Code; (vi) Each Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a determination letter from the Internal Revenue Service (the “IRS”) stating that the Plan is so qualified and such determination continues to be in full force and effect. All amendments requested by the IRS in connection with the issuance of a favorable determination action letter have been adopted by the Plan on or before the date prescribed by the regulations under Section 401(b) of the Code; (vii) Each of the Plans complies currently, and has complied in the past, both as to form and operation, in all material respects, with its terms and with the applicable provisions of the Code and ERISA, and all applicable regulations thereunder and all applicable rules issued by the Internal Revenue Service, U.S. Department of Labor and the PBGC, and each Plan intended to qualify under Section 401(a) of the Code is and remains a “qualified” plan under the Code; (cviii) No actions, suits or claims are pending (other than routine claims for benefits) against any Plan, or the assets of any such Plan; (ix) The Companies have performed all obligations required to be performed by it under any Plan and the Companies are not in default, or in violation of any Plan, and have no knowledge of any such default or violation by any other party to any and all Plans; (x) No liability has been incurred by any of the Companies to the PBGC or to participants or beneficiaries on account of any termination of a Plan subject to Title IV of ERISA, no notice of intent to terminate a Plan has been filed by (or on behalf of) any of the Companies pursuant to Section 4041 of ERISA and no proceeding has been commenced by the PBGC pursuant to Section 4042 of ERISA; (xi) No Plan has entered into a loan to acquire “accumulated funding deficiencyqualifying employer securities” (as defined in Section 302 4975(e)(8) of ERISAthe Code) and, accordingly, the Companies are under no obligation to make contributions to such Plan to satisfy any debt obligation of the Plan; (xii) No Plan has occurred, and for plan years acquired securities of any of the Companies after December 31, 20071986 and the Companies have not contributed securities to a Plan after December 31, no unpaid minimum 1986; (xiii) The reporting and disclosure provisions of the Securities Act of 1933 and Securities Exchange Act of 1934, to the extent applicable, have been complied with for all such Plans; (xiv) None of the Companies maintains a Plan that is a welfare benefit plan, as that term is defined in Section 3(l) of ERISA, that provides coverage for any period of time beyond termination of employment (except to the extent required contribution exists, and there has been no excise tax imposed under by Section 4971 4980B of the Code); (xv) All Plans that are health plans, as that term is defined in the Health Insurance Portability Act of 1996 (d) to the knowledge of Credit Parties“HIPAA”), no Reportable Event has occurred comply with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with all applicable provisions of ERISA and the CodeHIPAA; (xvi) Except as set forth on Schedule 5.1(n), (e) the present value of all benefits vested under each no Plan (based on the assumptions used to fund such Plan) did notthat is a welfare plan, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there term is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA, is self-funded; (xvii) couldNone of the Companies maintains a Plan that is a cash balance plan; and (xviii) Except as set forth on Schedule 5.1(n), no Plan assets of a Plan described in the aggregate, reasonably be expected to cause a Material Adverse Changeparagraph (vi) above are invested in insurance products.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all All Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no . No Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)Plan, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no . No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 20072018, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no . No Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (e) the . The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither by more than $1,000,000. Neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event excess of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as $1,000,000. As of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA in excess of $1,000,000 if the Borrower or any Subsidiary member of the Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that During the twelve-consecutive-month period before the date of the execution and delivery of this Agreement and before the date of any Advance hereunder, (i) no steps have been taken to terminate any Pension Plan (wholly or in part), which could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISARestricted Party being required to make an additional contribution to the Pension Plan, (bii) no Termination Event contribution failure has occurred with respect to any Pension Plan that would result sufficient to give rise to a lien or charge under any Applicable Laws of any other jurisdiction governing pension benefits that, individually or in an Event of Default under Section 7.1(i), and, except for matters that the aggregate could not reasonably be expected to result in have a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the CodeEffect, (ciii) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, condition exists and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event event or transaction has occurred with respect to any Multiemployer Pension Plan which might result in the incurrence by any Restricted Party of any liability, fine or penalty, 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, no Restricted Party has any contingent liability with respect to any post-retirement benefit under a Welfare Plan that, individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. (b) Each Pension Plan is in compliance in all material respects with all Applicable Laws governing pension benefits and Taxes, (i) 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 Pension Plan have been made in accordance with all Applicable Laws and the terms of each Pension Plan, (ii) all liabilities under each Pension Plan are fully funded, on a going concern and solvency basis, in accordance with the terms of the respective Pension Plans, the requirements of Applicable Laws governing pension benefits and of applicable Governmental Authorities and the most recent actuarial report filed with respect to the Pension Plan, and each Multiemployer (iii) no event has occurred and no conditions exist with respect to any Pension Plan that has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that resulted or could reasonably be expected to result in a Material Adverse Changeany Pension Plan having its registration revoked or refused for the purposes of any Applicable Laws governing pension benefits or Taxes 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 Laws governing pension benefits or Taxes, except for any exceptions to clauses (fi) neither through (iii) above that, individually or in the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that aggregate, could not reasonably be expected to result in have a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse ChangeEffect.

Pension Plans. (a) Except for matters that individually or in the aggregate could not reasonably be expected to result in a Material Adverse Change, (a) all Plans are in compliance in all material respects with all applicable provisions of ERISAERISA and the Code, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the CodePlan, (c) no “accumulated each Plan has at all times satisfied the minimum funding deficiency” (as defined in standard under Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, ERISA and there has been no excise tax imposed upon the Borrower or any Subsidiary under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Changebenefits, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j)liability, and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if during the Borrower or any Subsidiary last six years has received notice that any been a participating employer in a Multiemployer Plan is insolvent or in reorganizationduring the last six years. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost accrual expense during the term of this Agreement any fiscal year to the Borrower or any Subsidiary for post-retirement benefits to be provided provided, except as required by law, to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, could reasonably be expected to cause a Material Adverse Changeexceed $25,000,000.00.

Pension Plans. (a) Except for matters as set forth on Schedule 3.12 hereto, (i) neither the Borrower nor any Loan Party has incurred any withdrawal liability (within the meaning of Part 1 of Subtitle E of Title IV of ERISA) with respect to any Multiemployer Plan, (ii) neither the Borrower nor any Loan Party intends to withdraw from a Multiemployer Plan, (iii) no Loan Party has incurred any liability under Section 502(i) of ERISA or Section 4975 of the Code with respect to the Plans, (iv) no ERISA Event has occurred and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that could not reasonably be expected to constitute or result in an ERISA Event, (v) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan, (vi) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, (vii) each Plan is in material compliance with the applicable provisions of ERISA, the Code and other Federal or state Laws, (viii) each Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code or an application for such a letter is currently being processed by the IRS, (ix) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained, except, with respect to subsections (i) through (ix) above, as would not, in the aggregate, reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, Effect. (b) There are no Termination Event has occurred pending or, to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not be reasonably be expected to result in have a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there Effect. There has been no excise tax imposed under Section 4971 prohibited transaction or violation of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred fiduciary responsibility rules with respect to any Multiemployer Plan, and each Multiemployer Plan that has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that resulted or could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse ChangeEffect.

Pension Plans. (a) Except The Unfunded Liability of all Pension Plans does not in the aggregate exceed 20% of the Total Plan Liability for matters that could not reasonably be expected to result all such Pension Plans. Each Pension Plan complies in a Material Adverse Change, all Plans are in compliance material respects with all applicable provisions requirements of ERISALaw and regulations. No failure to make contributions under Section 412 of the Code, (b) no Termination Event Section 302 of ERISA or the terms of any Pension Plan has occurred with respect to any Plan that would result in an Event of Default Pension Plan, sufficient to give rise to a Lien under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c303(k) no “accumulated funding deficiency” (as defined in Section 302 of ERISA, Section 430(k) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) or otherwise to have a Material Adverse Effect. There are no pending or, to the knowledge of Credit Partiesthe Company, no Reportable Event has occurred with respect to threatened, claims, actions, investigations or lawsuits against any Multiemployer Pension Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions any fiduciary of ERISA and any Pension Plan, or the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor Company or other any member of the Controlled Group with respect to a Pension Plan or a Multiemployer Pension Plan which could reasonably be expected to have a Material Adverse Effect. Neither the Company nor any other member of the Controlled Group has had engaged in any prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) in connection with any Pension Plan or Multiemployer Pension Plan which would subject that Person to any material liability. Within the past five years, neither the Company nor any other member of the Controlled Group has engaged in a complete transaction which resulted in a Pension Plan with an Unfunded Liability being transferred out of the Controlled Group, which could reasonably be expected to have a Material Adverse Effect. No Termination Event has occurred or is reasonably expected to occur which could reasonably be expected to have a Material Adverse Effect. (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 other 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 or 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, could result in a withdrawal or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), such plan; and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower Company nor any other member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received any notice that any Multiemployer Pension Plan is insolvent in endangered or in reorganization. Based upon GAAP existing as critical status (within the meaning of Section 432 of the date Code or Section 305 of this Agreement and current factual circumstancesERISA), no Credit Party 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 any reason to believe been funded at a rate less than that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees required under Section 412 of the Borrower Code, that any such plan is or may be terminated, or that any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Changesuch plan is or may become insolvent.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all All Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no . No Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)Plan, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in accordance all material respects with applicable provisions of ERISA and the Code, (c) no “. No "accumulated funding deficiency” " (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no . No Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance all material respects with applicable provisions of ERISA and the Code, (e) the . The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither benefits. Neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as liability. As of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary member of the Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this -34- Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(13(a) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected as set forth in Schedule 3.14(e), with ------------- respect to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISAeach AO Pension Plan, (bi) no Termination Event steps have been taken to terminate any AO Pension Plan now maintained or contributed to, no termination of any AO Pension Plan has occurred with respect pursuant to any Plan that would result which all liabilities have not been satisfied in an Event of Default full, no liability under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions Title IV of ERISA and the Codehas been incurred by AO, (c) no “accumulated funding deficiency” (as defined AWI or any AO ERISA Affiliate which has not been satisfied in Section 302 of ERISA) has occurredfull, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount no condition exists that could reasonably be expected to result in AO, AWI or any AO ERISA Affiliate incurring a Material Adverse Changeliability under Title IV of ERISA or could constitute grounds for terminating any AO Pension Plan; (ii) no proceeding has been initiated by the PBGC to terminate any AO Pension Plan or to appoint a trustee to administer any AO Pension Plan; (iii) each AO Pension Plan which is subject to Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code, has been maintained in compliance with the minimum funding standards of ERISA and the Code and no AO Pension Plan has incurred any "accumulated funding deficiency", as defined in Section 412 of the Code and Section 302 of ERISA, whether or not waived; (fiv) neither the Borrower AO, AWI nor any member AO ERISA Affiliate has sought or received a waiver of its funding requirements with respect to any AO Pension Plan and all contributions payable with respect to each AO Pension Plan have been timely made; (v) no reportable event, within the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event meaning of Default under Section 7.1(j)4043 of ERISA, and (g) except for matters that could not reasonably result no event described in a Material Adverse ChangeSection 4062 or 4063 of ERISA, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject has occurred with respect to any liability under ERISA if AO Pension Plan; and (vi) the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or present value of all accrued benefits of each AO Pension Plan, determined on a plan termination basis using the actuarial assumptions established by the PBGC as in reorganization. Based upon GAAP existing effect on the date of determination, does not as of the date of this Agreement hereof and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees will not as of the Borrower or Closing Date exceed the fair market value of the assets (which for this purpose shall not include any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1accrued but unpaid contributions) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Changesuch AO Pension Plan.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) there has been no failure to satisfy the “accumulated minimum funding deficiencystandards” (as defined in Section under Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution existsERISA with respect to any Plan, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably be expected to result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “"accumulated funding deficiency” " (as defined in Section 302 of ERISA) has occurredoccurred with respect to any Plan, and for plan years after December 31, 2007, no unpaid minimum required contribution existsexists with respect to any Plan, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred Code with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (ed) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (fe) neither the Borrower no Loan Party nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is a Loan Party or a member of the Controlled Group has incurred any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (gf) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower no Loan Party nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Restricted Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.is

Pension Plans. Schedule 3.11 lists all Pension Plans and Benefit Plans maintained or contributed to by each Credit Party as at December 31, 2012, and indicates, for each Pension Plan, whether such Pension Plan is a defined benefits plan (a“Defined Benefits Plan”) or a defined contribution plan. Since December 31, 2012, no Credit Party has established any new Defined Benefits Plan. Except for matters employees of any Credit Party who were, as of December 31, 2008, a beneficiary of a Defined Benefits Plan, no employee of any Credit Party (including, for greater certainty, any new employee of any Credit Party who became employed after such date) has, is or will be entitled to become a beneficiary of a Defined Benefits Plan. Other than as set forth in Schedule 3.11, no Credit Party has converted any Defined Benefits Plan to a defined contribution plan which is continuing. The Pension Plans are duly registered under the ITA and any other Applicable Laws which require registration, have been administered in accordance with the ITA and such other Applicable Laws and no event has occurred which could reasonably be expected to cause the loss of such registered status, except to the extent that any failure to do so could not reasonably be expected to result in have a Material Adverse ChangeEffect. All material obligations of the Borrower and each other Credit Party (including fiduciary, all funding, investment and administration obligations) required to be performed in connection with the Pension Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), andand the funding agreements therefor have been performed on a timely basis, except for matters to the extent that any failure to do so could not reasonably be expected to result in have a Material Adverse Change, Effect. There are no inactive plans or outstanding disputes concerning the assets of the Pension Plans or any benefit plans. No promises of benefit improvements under the Pension Plans or any benefit plans have been made except where such improvement could not reasonably be expected to have a Material Adverse Effect. All contributions or premiums required to be made or paid by the Borrower and each Plan has complied with and other Credit Party to the Pension Plans or any benefit plans have been administered made on a timely basis in accordance with applicable provisions the terms of ERISA such plans and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has all Applicable Laws. There have been no excise tax imposed under Section 4971 improper withdrawals or applications of the Code, (d) to assets of the knowledge of Credit Parties, no Reportable Event has occurred with respect to Pension Plans or any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered benefit plans. Except as disclosed in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did notSchedule 3.11, as of the date hereof, each of the Pension Plans is fully funded on a solvency basis and going concern basis (using actuarial methods and assumptions which are consistent with the valuations last annual valuation date filed with the applicable Governmental Authorities and which are consistent with GAAP). Neither the Borrower, nor any Credit Party is subject to the United States Employee Retirement Income Security Act of 1974, as amended. Subject to the matters disclosed in Schedule 3.11: (a) for any Pension Plan or fund, and for any other employee benefit plan which is a defined contribution plan requiring the Borrower or each other Credit Party to contribute thereto, exceed or to deduct from payments to any individual and pay such deductions into or to the value credit of such Pension Plan or fund, all required employer contributions have been properly withheld by the Borrower or such Subsidiary and fully paid into the funding arrangements for the applicable Pension Plan or fund, (b) except as otherwise set forth in Schedule 3.11, for any Defined Benefits Plan, in each case of the assets Borrower or any other Credit Party: (A) each such Pension Plan or fund or Defined Benefits Plan is fully funded on both a solvency basis and a going concern basis, (B) the most recent actuarial valuations in respect thereof are disclosed in Schedule 3.11, (C) no material changes have occurred since the date of such Plan allocable to such vested benefits in an amount that actuarial valuations which could reasonably be expected to result in a Material Adverse Change, (f) neither materially adversely affect the Borrower nor any member conclusions of the Controlled Group has had a complete or partial withdrawal from actuary concerning the funding of any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j)Defined Benefits Plan, and (gD) except for matters that could not reasonably result all payments and contributions required to be remitted or paid to or in respect of each such Pension Plan or fund or Defined Benefits Plan, including special payments and any other payments in respect of any funding deficiencies or shortfalls, have been remitted or paid to or in respect of each such plan in a Material Adverse Changetimely fashion, as in accordance in all material respects with the terms of the most recent valuation date applicable theretoplan and all Applicable Law, neither the Borrower nor and (c) any member of the Controlled Group would become subject assessments owed to any liability government-sponsored pension benefits guarantee fund, or other assessments or payments required under ERISA if the Borrower or similar legislation in any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstancesother jurisdiction, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Changehave been paid when due.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i7.1(j), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurredoccurred with respect to any Plan, and for plan years after December 31, 2007, no unpaid minimum required contribution existsexists with respect to any Plan, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred Code with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (ed) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (fe) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j7.1(i), and (gf) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to has incurred any liability under ERISA if the Borrower or any Subsidiary has received notice that any as a result of a Multiemployer Plan is being in reorganization or insolvent or that could reasonably be expected to result in reorganizationa Material Adverse Change. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party Restricted Entity has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

Pension Plans. (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all All Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no “"accumulated funding deficiency” " (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred with respect to any Plan and there has been no excise tax imposed upon the Borrower or any Restricted Subsidiary under Section 4971 of the Code, (d) to the knowledge of Credit PartiesBorrower, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Changebenefits, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j)liability, and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary member of the Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization, except with respect to clauses (c) through (g), as could not reasonably be expected to result in a Material Adverse Change. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, could reasonably be expected to cause result in a Material Adverse Change.

Pension Plans. (a) Except for matters that individually or in the aggregate could not reasonably be expected to result in a Material Adverse Changeliability of greater than $25,000,000.00, (a) all Plans are in compliance in all material respects with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i)Plan, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, occurred with respect to any Plan and there has been no excise tax imposed upon the Parent, the Borrower or any Subsidiary under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) except as set forth on Schedule 4.9, the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Changebenefits, (f) neither the Borrower Parent nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j)liability, and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower Parent nor any member of the Controlled Group would become subject to any liability under ERISA if during the Borrower or any Subsidiary last six years has received notice that any been a participating employer in a Multiemployer Plan is insolvent or in reorganizationduring the last six years. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party neither the Parent nor the Borrower has any reason to believe that the annual cost during the term of this Agreement to the Parent, the Borrower or any Subsidiary for post-retirement benefits to be provided provided, except as required by law, to the current and former employees of the Parent, the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, could reasonably be expected to cause result in a Material Adverse Changeliability of greater than $25,000,000.00.

Pension Plans. (a) Except for matters that could The Borrower shall (i) maintain all Plans which are presently in existence or may, from time to time, come into existence, in compliance with ERISA, the IRC and all other applicable laws in all material respects unless such Plans can be terminated or merged without material liability to the Borrower in connection with such termination or merger (as distinguished from any continuing funding obligation), (ii) make contributions to all of the Borrower's Pension Plans in a timely manner and in a sufficient amount to comply with the requirements of ERISA, (iii) comply with all material requirements of ERISA and the IRC which relate to such Plans so as to preclude the occurrence of any Termination Event, prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the IRC) or material "accumulated funding deficiency" as such term is defined in ERISA, and (iv) not reasonably be expected permit any Plan to provide post-retirement medical benefits, nor shall the Borrower or any ERISA Affiliate undertake any new or increased obligation with respect to any Pension Plan or Multiemployer Plan which might result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, Effect. (b) The Borrower shall promptly deliver written notice of any of the following to the Agent and each Lender, but in no event later than thirty (30) days after such event or occurrence: (1) the Borrower or any ERISA Affiliate knows or has reason to know that a Termination Event has occurred, with such notice setting forth the details of such event; (2) the filing of a request for a funding waiver by the Borrower or any ERISA Affiliate with respect to any Pension Plan, a copy of such request and all correspondence received by Borrower or any ERISA Affiliate with respect to such request; (3) the Borrower or any ERISA Affiliate fails to make a required installment or payment under Section 302 of ERISA or Section 412 of the IRC by the applicable due date; (4) the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the IRC) has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in with a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA statement describing such transaction and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred action or response taken with respect thereto; (5) any increase in the benefits of any existing Plan or contribution rate to a Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Multiemployer Plan, and each Plan or Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to ERISA Affiliate had not been contributing; (6) receipt by the Borrower or any Subsidiary for post-retirement benefits to be provided to ERISA Affiliate of any adverse ruling from the current and former employees Service regarding the qualification of a Plan under Section 401(a) of the Borrower IRC, with a copy of such ruling; and (7) any other report such as an annual report on Form 5500 or actuarial report in which any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected Lender may request from time to cause a Material Adverse Changetime.

Pension Plans. The Pension Plans and any benefit plans sponsored, maintained or contributed by any Credit Party or any Affiliate are, with the exception of a supplemental retirement plan for eligible employees (asuch supplemental retirement plan not being intended to be subject to, and is not subject to, pension benefits standards legislation), duly registered under the ITA (where required) Except for matters and any other Applicable Laws which require registration, have been administered in accordance with the ITA and such other Applicable Laws and no event has occurred which could reasonably be expected to cause the loss of such registered status, except to the extent that any failure to do so could not reasonably be expected to result in have a Material Adverse ChangeEffect. All material obligations of the Borrower and each other Credit Party (including fiduciary, all funding, investment and administration obligations) required to be performed in 12298241.7 connection with the Pension Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), andand other benefit plans and the funding agreements therefor have been performed on a timely basis, except for matters to the extent that any failure to do so could not reasonably be expected to result in have a Material Adverse ChangeEffect. There are no outstanding disputes concerning the assets of the Pension Plans or any benefit plans. No promises of benefit improvements under the Pension Plans or any benefit plans have been made except where such improvement could not reasonably be expected to have a Material Adverse Effect. All employer and employee payments, contributions (including “normal cost”, “special payments” and any other payments in respect of any funding deficiencies or shortfalls) or premiums required to be withheld, made, remitted or paid to or in respect of each Pension Plan has complied with or benefit plan and all other amounts that are due to the pension fund of a Pension Plan from a Credit Party or an Affiliate have been administered withheld, made, remitted or paid on a timely basis in accordance with the terms of such plans, any applicable provisions collective bargaining agreement or employment contract and all Applicable Laws. Any assessments owed to the Pension Benefits Guarantee Fund established under the Pension Benefits Act (Ontario), or other assessments or payments required under similar legislation in any other jurisdiction, have been paid when due. There have been no improper withdrawals or applications of ERISA and the Codeassets of the Pension Plans or any benefit plans. For any Pension Plan which is a defined benefit plan (“Defined Benefit Plan”) of the Borrower or any Subsidiary, (c) no “accumulated the most recent actuarial valuations prepared for funding deficiency” (purposes in respect thereof have been made available to the Agent. Except as defined disclosed in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007Schedule 3.11, no unpaid minimum required contribution exists, events have occurred which could give rise to a partial or full termination of any Pension Plan which would have a Material Adverse Effect and there has been is no excise tax imposed under Section 4971 non-registered Pension Plan in respect of the Code, (d) to the knowledge of Credit Parties, no Reportable Event which an event has occurred with that could require immediate or accelerated funding in respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered of unfunded liabilities or other deficit amounts which would have a Material Adverse Effect. Except as disclosed in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did notSchedule 3.11, as of the date hereof, each of the Pension Plans is fully funded on a solvency, going concern and wind-up basis (using actuarial methods and assumptions which are consistent with the valuations last annual valuation date filed with the applicable theretoGovernmental Authorities and in accordance with Canadian generally accepted actuarial practice). Subject to the matters disclosed in Schedule 3.11, exceed no material changes have occurred (other than to the value of plan assets as a direct result of the assets return on plan investments due to current economic markets where such investments were made in accordance with Applicable Laws and the relevant statement of investment policies and procedures for such plan) in respect of any Defined Benefit Plan allocable to such vested benefits in an amount that or non-pension post-retirement benefit plan since the date of the most recently completed actuarial valuations which could reasonably be expected to result in have a Material Adverse Change, (f) neither the Borrower nor any member Effect. None of the Controlled Group has had a complete Borrower, or partial withdrawal from any Multiemployer Plan for which there Credit Party or any of their respective Affiliates is any unsatisfied withdrawal liability that could reasonably be expected subject to result in a Material Adverse Change or an Event the United States Employee Retirement Income Security Act of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change1974, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Changeamended.

Pension Plans. (a) Except for matters No Termination Event has occurred that alone or together with any other Termination Events that have occurred resulted in or could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions liability of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result Borrower and other members of Borrower’s Controlled Group in an Event of Default under Section 7.1(i)aggregate amount exceeding $200,000, and, except for matters that could not reasonably be expected to result in a Material Adverse Change, and each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered all respects in accordance with applicable provisions of ERISA and the CodeCode except for any failures to so comply or administer that could not, individually or in the aggregate, reasonably be expected to cause a Material Adverse Change. A determination has not been made, and is not reasonably expected to be made, that any Plan (ewhich has liabilities with respect to vested benefits with an actuarial present value that exceeds the current value of the assets of such Plan allocable to such benefit liabilities by more than $200,000) is in “at risk” status (within the meaning of Section 303 of ERISA). The conditions for imposition of a lien under Section 303(k) of ERISA do not exist and are not reasonably expected to arise with respect to any Plan. The present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the excess of $200,000. Neither Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is Borrower or any member of the Controlled Group has incurred any unsatisfied withdrawal liability that alone or together with any other such withdrawal from a Multiemployer Plan resulted in or could reasonably be expected to result in a Material Adverse Change an aggregate amount of unsatisfied withdrawal liability owed by Borrower or an Event members of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Changethe Controlled Group exceeding $200,000. To the knowledge of Borrower, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA exceeding $200,000 if the Borrower or any Subsidiary member of the Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, Borrower has no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.