Common use of Pension Plans Clause in Contracts

Pension Plans. All Plans are in compliance in all material respects with all applicable provisions of ERISA. No ERISA Event has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrower, 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 all material respects with applicable provisions of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any withdrawal liability that would have or would reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date applicable thereto, neither any Borrower nor any member of the Controlled Group would become subject to any material liability under ERISA if any Borrower or any 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 Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower or any member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregate, or would reasonably be expected to have, in the aggregate, a Material Adverse Effect.

Pension Plans. All Plans are in compliance in all material respects with all applicable provisions of ERISA. No ERISA Termination Event has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse EffectPlan, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any PlanCode. To the knowledge of each Borrower, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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. The aggregate actuarial present value of all benefits vested under all Plans each Plan (based on the assumptions used to fund such PlansPlan) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans Plan allocable to such vested benefits by more than U.S.$10,000,000benefits. Neither any 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 withdrawal liability that would have or would reasonably be expected to have a Material Adverse Effectliability. As of the most recent valuation date applicable thereto, neither any the Borrower nor any member of the Controlled Group would become subject to any material liability under ERISA if any the Borrower or any 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 Borrowers have Borrower has no reason to believe that the annual cost during the term of this Agreement to any the Borrower or any member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of any the Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would havecould, in the aggregate, or would reasonably be expected to have, in the aggregate, cause a Material Adverse Effect.

Pension Plans. All Plans are in compliance in all material respects with all applicable provisions of ERISA. No ERISA Termination Event has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse EffectPlan, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To No Reportable Event has occurred, whether individually or in the knowledge of each Borroweraggregate, 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 all material respects with in accordance with applicable provisions of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans each Plan (based on the assumptions used to fund such PlansPlan) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans Plan allocable to such vested benefits by more than U.S.$10,000,000an amount that could reasonably be expected to give rise to a Material Adverse Change. Neither any No Borrower nor any and no member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any Borrower has any withdrawal liability that would have or would reasonably be expected to have a Material Adverse Effectliability. As of the most recent valuation date applicable thereto, neither any no Borrower nor any member of the Controlled Group their respective ERISA Affiliates would become subject to any material liability under ERISA if any a Borrower or any member of the Controlled Group ERISA Affiliate of a 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 Borrowers have no Borrower has reason to believe that the annual cost during the term of this Agreement to any Borrower the Borrowers or any member ERISA Affiliate of the Controlled Group a Borrower for post-retirement benefits to be provided to the current and former employees of any a Borrower or any member ERISA Affiliate of the Controlled Group a Borrower under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would havecould, in the aggregate, or would reasonably be expected to have, in the aggregate, cause a Material Adverse EffectChange.

Pension Plans. All Plans are in compliance (a) Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 303 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 303(k) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each any Borrower, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did notany Pension Plan, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither or any 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 withdrawal liability that would have or would reasonably be expected to have a Material Adverse Effect. As Neither any Borrower nor any other member of the most recent valuation date applicable theretoControlled 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 could reasonably be expected to have a Material Adverse Effect. Within the past five years, neither any 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 material 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 any Borrower 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 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 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 such plan; and neither any 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All (a) The Unfunded Liability of all Pension Plans are does not in compliance the aggregate exceed 20% of the Total Plan Liability for all such Pension Plans. Except as could not reasonably be expected to result in all material respects a Material Adverse Effect, 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. No ERISA Event , or the terms of any Pension Plan has occurred with respect to any Pension Plan that has had, sufficient to give rise to a Lien under Section 303(k) of ERISA or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrowerany Loan Party, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did notany Pension Plan, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither or any 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As Neither any Borrower nor any other member of the most recent valuation date applicable theretoControlled 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 would become subject has engaged in a transaction that resulted in a Pension Plan with an Unfunded Liability being transferred out of the Controlled Group, except as could not reasonably be expected to have a Material Adverse Effect. No Termination Event has occurred or is reasonably expected to occur with respect to any material liability under ERISA Pension Plan, except as could not reasonably be expected to have a Material Adverse Effect. (i) All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by any Borrower or any other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable law; (ii) 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, 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 reasonably be expected to result in a withdrawal or partial withdrawal from any such plan; and (iii) neither any 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All Plans are in compliance (a) Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions to the knowledge of the Borrower, threatened, claims, actions, investigations or lawsuits against any Pension Plan, any fiduciary of any Pension Plan, the Borrower or any ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred Affiliate with respect to any a Pension Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrower, 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 all material respects with applicable provisions of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of Neither the most recent valuation date applicable thereto, neither any Borrower nor any member ERISA Affiliate has engaged in any prohibited transaction (as defined in Section 4975 of the Controlled Group Code or Section 406 of ERISA) in connection with any Pension Plan or Multiemployer Plan which would become subject that Person to any material liability under liability. Within the past five years, neither the Borrower nor any ERISA Affiliate has engaged in a transaction which resulted in a Pension Plan with an Unfunded Liability being transferred out of the group of ERISA Affiliates, which could reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur with respect to any Pension Plan, which could reasonably be expected to have a Material Adverse Effect. (b) All contributions (if any) have been made to any Multiemployer Plan that are required to be made by the Borrower or any member ERISA Affiliate under the terms of the Controlled Group plan or of any collective bargaining agreement or by applicable law; neither the Borrower nor any ERISA Affiliate has withdrawn or partially withdrawn from any Multiemployer 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 such plan; and neither the Borrower nor any ERISA Affiliate has received any notice that any Multiemployer 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All (a) The Unfunded Liability of all Pension Plans are does not in compliance the aggregate exceed twenty percent of the Total Plan Liability for all such Pension Plans. To the knowledge of each Co-Borrower, each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each any Co-Borrower, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and any Pension Plan, or the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor Co-Borrowers 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of Neither the most recent valuation date applicable thereto, neither any Borrower Co-Borrowers 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 become subject that Person to any material liability under ERISA liability. Within the past five years, neither the Co-Borrowers nor any other member of the Controlled Group 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 Pension Plan, which could reasonably be expected to have a Material Adverse Effect. (b) All contributions (if any) have been made to any Borrower Multiemployer Pension Plan that are required to be made by the Co-Borrowers 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 Co-Borrowers 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 such plan; and neither the Co-Borrowers 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All Plans are in compliance in all material respects with all applicable provisions i. No Pension Plan is subject to the minimum funding requirements of ERISA. As of the last day of the last plan year of each Pension Plan and as of the Closing Date, the "amount of unfunded benefit liabilities" as defined in Section 4001(a)(18) of ERISA (but excluding from the definition of "current value" of "assets" of such Pension Plan, accrued but unpaid contributions) did not and will not exceed zero. Neither FRT nor any ERISA Affiliate has engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in Section 4069 of ERISA. Neither FRT nor any ERISA Affiliate has, at any time, (1) ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, (2) withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA, or (3) ceased making contributions on or before the Closing Date to any Pension Plan subject to Section 4064(a) of ERISA to which FRT or any ERISA Affiliate made contributions during the six (6) years prior to the Closing Date. ii. No ERISA Event "accumulated funding deficiency" (for which an excise tax is due or would be due in the absence of a waiver) as defined in Section 412 of the Code or as defined in Section 302(a)(2) of ERISA, whichever may apply, has occurred been incurred with respect to any Pension Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that plan year, whether or not waived. Neither FRT nor any ERISA Affiliate has had, or would reasonably be expected failed to have, a Material Adverse Effect, and there has been no material excise tax imposed under pay when due any "required installment," within the meaning of Section 4971 412(m) of the Code and Section 302(e) of ERISA, whichever may apply, with respect to any Pension Plan. To the knowledge of each Borrower, 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 all material respects with applicable provisions of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower FRT nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there ERISA Affiliate is any withdrawal liability that would have or would reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date applicable thereto, neither any Borrower nor any member of the Controlled Group would become subject to any material liability lien imposed under ERISA if any Borrower or any member Section 412(n) of the Controlled Group has received notice that any Multiemployer Plan is insolvent Code or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower or any member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1302(f) of ERISA) would have, in the aggregatewhichever may apply, or would reasonably be expected to have, in the aggregate, a Material Adverse Effect.with respect to

Pension Plans. All Plans are in compliance in all material respects with all applicable provisions of ERISA. No ERISA Event has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISAa) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been There is no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrower, 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 all material respects with applicable provisions of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for Unfunded Liability which there is any withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As Each Pension Plan complies in all material respects with its terms and all applicable requirements of Law. No contribution failure under Section 412 of the most recent valuation date Internal Revenue Code, Section 302 of ERISA, any other applicable theretoLaw or the terms of any Pension Plan has occurred with respect to any Pension Plan, neither sufficient to give rise to a Lien under Section 302(f) of ERISA, or otherwise would have or could reasonably be expected to have a Material Adverse Effect. There are no pending or, to the knowledge of any Borrower nor 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 become have or could reasonably be expected to have a Material Adverse Effect. No Loan Party nor any other member of the Controlled Group has engaged in any prohibited transaction (as defined in Section 4975 of the Internal Revenue 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 under ERISA liability. Within the past five years, no Loan Party nor any other member of the Controlled Group has engaged in a 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 Borrower 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 such plan; and no Loan Party 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 circumstancesInternal Revenue Code, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All Plans are (A) No Pension Plan is subject to the minimum funding requirements of ERISA. As of the last day of the last plan year of each Pension Plan and as of the Closing Date, the "amount of unfunded benefit liabilities" as defined in Section 4001(a)(18) of ERISA (but excluding from the definition of "current value" of "assets" of such Pension Plan, accrued but unpaid contributions) did not and will not exceed zero. Neither the Company nor any ERISA Affiliate has engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in Section 4069 of ERISA. Neither the Company nor any ERISA Affiliate has, at any time, (1) ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, (2) withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA, or (3) ceased making contributions on or before the Closing Date to any Pension Plan subject to Section 4064(a) of ERISA to which the Company or any ERISA Affiliate made contributions during the six (6) years prior to the Closing Date. (B) No "accumulated funding deficiency" (for which an excise tax is due or would be due in the absence of a waiver) 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 ERISA Affiliate 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. Neither the Company nor any ERISA Affiliate is subject to any lien imposed under Section 412(n) of the Code or Section 302(f) of ERISA, whichever may apply, with respect to any Pension Plan. Neither the Company nor any ERISA Affiliate has any liability for unpaid contributions with respect to any Pension Plan. (C) Neither the Company nor any ERISA Affiliate is required to provide security to a Pension Plan which covers or has covered employees or former employees of the Company or a Subsidiary under Section 401(a)(29) of the Code. (D) Each Pension Plan and each related trust agreement, annuity contract or other funding instrument which covers or has covered employees or former employees of the Company (with respect to their relationship with the Company) which has been operated as a qualified plan (1) has received a favorable determination letter from the Internal Revenue Service stating that such Pension Plan and each related trust is qualified and tax-exempt under the provisions of Code Sections 401(a) (or 403(a), as appropriate) and 501(a) and (2) has been so qualified during the period from its adoption to date. (E) Each Pension Plan and each related trust agreement, annuity contract or other funding instrument which covers or has covered employees or former employees of the Company (with respect to their relationship with the Company) currently complies in all material respects and has been maintained in compliance in all material respects with its terms and, both as to form and in operation, with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable provisions of ERISA. No ERISA Event has occurred with respect to any Plan that has hadsuch plans, or would reasonably be expected to haveincluding, a Material Adverse Effectwithout limitation, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrower, 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 all material respects with applicable provisions of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any withdrawal liability that would have or would reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date applicable thereto, neither any Borrower nor any member of the Controlled Group would become subject to any material liability under ERISA if any Borrower or any 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 Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower or any member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregate, or would reasonably be expected to have, in the aggregate, a Material Adverse Effect.

Pension Plans. All (a) The Unfunded Liability of all Pension Plans are does not in compliance the aggregate exceed twenty percent of the Total Plan Liability for all such Pension Plans. Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAUnited States law and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrowerthe Responsible Officers, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and any Pension Plan, or the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on Parent Guarantor, the assumptions used to fund such Plans) did notSubsidiary Guarantor, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor Company or any other 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of Neither the most recent valuation date applicable theretoParent Guarantor, neither the Subsidiary Guarantor, any Borrower Company 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 become subject that Person to any material liability under ERISA liability. Within the past five years, neither the Parent Guarantor, the Subsidiary Guarantor, any Company nor any other member of the Controlled Group 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 Pension Plan, which could reasonably be expected to have a Material Adverse Effect. (b) All contributions (if any) have been made to any Borrower Multiemployer Pension Plan that are required to be made by the Parent Guarantor, the Subsidiary Guarantor, any 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 Parent Guarantor, the Subsidiary Guarantor, any 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 such plan; and neither the Parent Guarantor, the Subsidiary Guarantor, any Company 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All Plans are in compliance in all material respects with all applicable provisions of ERISA. No ERISA Event has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISAa) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been There is no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrower, 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 all material respects with applicable provisions of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for Unfunded Liability which there is any withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As Each Pension Plan complies in all material respects with its terms and all applicable requirements of law and regulations. No contribution failure under Section 412 of the most recent valuation date Code, Section 302 of ERISA, any other applicable theretolaw or the terms of any Pension Plan has occurred with respect to any Pension Plan, neither sufficient to give rise to a Lien under Section 302(f) of ERISA, or otherwise would have or could reasonably be expected to have a Material Adverse Effect. There are no pending or, to the knowledge of any Borrower nor 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 become have or could reasonably be expected to have a Material Adverse Effect. No Loan Party 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 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 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 such plan; and no Loan Party nor any other member of the Controlled Group has received any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any such plan is or has been funded at a rate less than that required under ERISA if Section 412 of the Code, that any Borrower such plan is or may be terminated, or that any such plan is or may become insolvent. (c) All Other Plans. All other “pension plans,” as such term is defined in Section 3(2) of ERISA, maintained by any Loan Party or any member of the Controlled Group has received notice that are not Pension Plans and all other non-qualified deferred compensation plans comply in all respects with their terms and with all applicable requirements of law and regulations, except to the extent 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 Borrowers have no reason failure to believe that the annual cost during the term of this Agreement to any Borrower or any member of the Controlled Group for post-retirement benefits to comply could not be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregate, or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Pension Plans. All (a) The Unfunded Liability of all Pension Plans are does not in compliance the aggregate exceed 20% of the Total Plan Liability for all such Pension Plans. Except as could not reasonably be expected to result in all material respects a Material Adverse Effect, 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. No ERISA Event , or the terms of any Pension Plan has occurred with respect to any Pension Plan that has had, sufficient to give rise to a Lien under Section 303(k) of ERISA or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrowerany Loan Party, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did notany Pension Plan, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date applicable thereto, neither any Neither 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 become subject that Person to any material liability under ERISA liability. Within the past five years, neither 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 as could not 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, except as could not reasonably be expected to have a Material Adverse Effect. (i) All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by Borrower or any other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable law; (ii) neither 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, 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 reasonably be expected to result in a withdrawal or partial withdrawal from any such plan; and (iii) neither 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All Plans are in compliance (a) Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302303(fk) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions to the knowledge of the Borrower, threatened, claims, actions, investigations or lawsuits against any Pension Plan, any fiduciary of any Pension Plan, the Borrower or any ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred Affiliate with respect to any a Pension Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrower, 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 all material respects with applicable provisions of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of Neither the most recent valuation date applicable thereto, neither any Borrower nor any member ERISA Affiliate has engaged in any prohibited transaction (as defined in Section 4975 of the Controlled Group Code or Section 406 of ERISA) in connection with any Pension Plan which would become subject that Person to any material liability under liability. Within the past five years, neither the Borrower nor any ERISA Affiliate has engaged in a transaction which resulted in a Pension Plan with an Unfunded Liability being transferred out of the group of ERISA Affiliates, which could reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur with respect to any Pension Plan, which could reasonably be expected to have a Material Adverse Effect. (b) All contributions (if any) have been made to any Multiemployer Plan that are required to be made by the Borrower or any member ERISA Affiliate under the terms of the Controlled Group plan or of any collective bargaining agreement or by applicable law; neither the Borrower nor any ERISA Affiliate has withdrawn or partially withdrawn from any Multiemployer 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 such plan; and neither the Borrower nor any ERISA Affiliate has received any notice that any Multiemployer 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, that increased contributions may be required to avoid a reduction in plan benefits or the Borrowers have no reason to believe imposition of any excise tax, that the annual cost during the term of this Agreement to any Borrower such plan is or any member has been funded at a rate less than that required under Section 412 of the Controlled Group for post-retirement benefits to Code, that any such plan is or may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All Plans (A) The funding method used in connection with each Pension Plan which is subject to the minimum funding requirements of ERISA is acceptable and the actuarial assumptions used in connection with funding each such plan are reasonable. As of the last day of the last plan year of each Pension Plan and as of the Closing Date, the "amount of unfunded benefit liabilities" as defined in compliance Section 4001(a)(18) of ERISA (but excluding from the definition of "current value" of "assets" of such Pension Plan, accrued but unpaid contributions) did not and will not exceed zero. No "accumulated funding deficiency" (for which an excise tax is due or would be due in all material respects with all applicable provisions the absence of a waiver) as defined in Section 412 of the Code or as defined in Section 302(a)(2) of ERISA. No ERISA Event , whichever may apply, has occurred been incurred with respect to any Pension Plan that with respect to any plan year, whether or not waived. Neither any Entity nor any ERISA Affiliate has hadfailed to pay when due any "required installment", within the meaning of Section 412(m) of the Code and Section 302(c) of ERISA, whichever may apply, with respect to any Pension Plan. Neither any Entity nor any ERISA Affiliate is subject to any lien imposed under Section 412(n) of the Code or would reasonably be expected Section 302(f) of ERISA, whichever may apply, with respect to have, any Pension Plan. Neither any Entity nor any ERISA Affiliate has any Liability for unpaid contributions with respect to any Pension Plan. (B) Neither any Entity nor any ERISA Affiliate is required to provide security to a Material Adverse Effect, Pension Plan which covers or has covered employees or former employees of Seller under Section 401(a)(29) of the Code. (C) Each Pension Plan and each Plan related trust agreement, annuity contract or other funding instrument which covers or has complied covered employees or former employees of any Entity (with respect to their relationship with the Entity) is qualified and been administered in all material respects in accordance with applicable tax-exempt under the provisions of Code Sections 401(a) (or 403(a), as appropriate) and 501(a) and has been so qualified during the period from its adoption to date. (D) Each Pension Plan, each related trust agreement, annuity contract or other funding instrument which covers or has covered employees or former employees of any Entity (with respect to their relationship with the Entity) presently complies and has been maintained in substantial compliance with its terms and, both as to form and in operation, with the requirements prescribed by any and all Regulations and Court Orders which are applicable to such plans, including, without limitation, ERISA and the Code. (E) Each Entity has paid all premiums (and interest charges and penalties for late payment, if applicable) due the PBGC with respect to each Pension Plan for each plan year thereof for which such premiums are required. No “accumulated funding deficiency” Neither any Entity nor any ERISA Affiliate has engaged in, or is a successor or parent to an Entity that has engaged in, a transaction described in Section 4069 of ERISA. There has been no "reportable event" (as defined in Section 302 4043(b) of ERISAERISA and the PBGC regulations under such Section) has occurred with respect to any Plan that Pension Plan. No filing has had, been made by any Entity or would reasonably be expected to have, a Material Adverse Effectany ERISA Affiliate with the PBGC, and there no proceeding has been no material excise tax imposed under Section 4971 of commenced by the Code with respect PBGC, to terminate any Pension Plan. To the knowledge of each Borrower, No condition exists and no reportable event under Section 4043 of ERISA and the regulations issued thereunder has occurred with respect to that could constitute grounds for the termination of any Multiemployer Plan, and each Multiemployer Pension Plan has complied with and been administered in all material respects with applicable provisions of ERISA and by the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000PBGC. Neither any Borrower Entity nor any member of the Controlled Group has had ERISA Affiliate has, at any time, (1) ceased operations at a complete or partial withdrawal from any Multiemployer Plan for which there is any withdrawal liability that would have or would reasonably be expected facility so as to have a Material Adverse Effect. As of the most recent valuation date applicable thereto, neither any Borrower nor any member of the Controlled Group would become subject to any material liability under ERISA if any Borrower or any member the provisions 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 Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower or any member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(14062(e) of ERISA) would have, in the aggregate, or would reasonably be expected to have, in the aggregate, a Material Adverse Effect.of

Pension Plans. All (a) The Unfunded Liability of all Pension Plans are does not in compliance the aggregate exceed twenty percent of the Total Plan Liability for all such Pension Plans. Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrowerany Loan Party, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and any Pension Plan, or the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did notLoan Parties, in the aggregateany Subsidiary thereof, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date applicable theretoNo Loan Party, neither no Subsidiary thereof, or 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 become subject that Person to any material liability under ERISA if any Borrower liability. Within the past five years, no Loan Party, no Subsidiary thereof, or any other member of the Controlled Group 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 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 Loan Parties, their respective Subsidiaries, 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 no Subsidiary thereof, or 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 such plan; and no Loan Party, no Subsidiary thereof, or 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effect.that any such plan is or may become insolvent. - 39 - 3193012v9/28370-0031

Pension Plans. All Plans are in compliance (i) Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrower, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did notany Pension Plan, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of No Termination Event has occurred or is reasonably expected to occur with respect to any Pension Plan, which could reasonably be expected to have a Material Adverse Effect. (ii) All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by the most recent valuation date applicable thereto, neither Borrower or any Borrower nor any other member of the Controlled Group would become subject 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 withdrawal liability with respect to any material such plan or received notice of any claim or demand for withdrawal liability under ERISA 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 or 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All Plans are in compliance in all material respects with all applicable provisions of ERISA. No ERISA Termination Event has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse EffectPlan, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “"accumulated funding deficiency” " (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any PlanCode. To the knowledge of each Borrower, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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. The aggregate actuarial present value of all benefits vested under all Plans each Plan (based on the assumptions used to fund such PlansPlan) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans Plan allocable to such vested benefits by more than U.S.$10,000,000benefits. Neither any 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 withdrawal liability that would have or would reasonably be expected to have a Material Adverse Effectliability. As of the most recent valuation date applicable thereto, neither any the Borrower nor any member of the Controlled Group would become subject to any material liability under ERISA if any the Borrower or any 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 Borrowers have Borrower has no reason to believe that the annual cost during the term of this Agreement to any the Borrower or any member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of any the Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would havecould, in the aggregate, or would reasonably be expected to have, in the aggregate, cause a Material Adverse EffectChange.

Pension Plans. All (a) The Unfunded Liability of all Pension Plans are does not in compliance the aggregate exceed twenty percent of the Total Plan Liability for all such Pension Plans. Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No ERISA Event contribution failure under Section 412 of the Code, Section 302 of BRISA or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrower, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did notany Pension Plan, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of Neither the most recent valuation date applicable thereto, 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 BRISA) in connection with any Pension Plan or Multiemployer Pension Plan which would become subject that Person to any material liability under ERISA liability. Within the past five years, neither the Borrower nor any other member of the Controlled Group 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 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 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 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 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All Plans are in compliance in all material respects with all applicable provisions (i) Any Pension Plan shall fail to satisfy the minimum funding standards of ERISA. No ERISA Event has occurred with respect or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under Section 412 of the Code, (ii) a notice of intent to terminate any Pension Plan that has had, shall have been or would is reasonably be expected to have, a Material Adverse Effect, and each Plan has complied be filed with and been administered in all material respects in accordance with applicable provisions the PBGC or the PBGC shall have instituted proceedings under Section 4042 of ERISA and to terminate or appoint a trustee to administer any Pension Plan or the Code. No “accumulated funding deficiency” PBGC shall have notified the Company or any ERISA Affiliate that a Pension Plan may become a subject of any such proceedings, (as defined in Section 302 iii) the Unfunded Liability for all Pension Plans, determined on the last day of ERISAthe applicable plan years shall equal or exceed an amount equal to 10% of Net Worth, (iv) has occurred with respect to the Company or any Plan that has had, ERISA Affiliate shall have incurred or would is reasonably be expected to have, a Material Adverse Effect, and there has been no material incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax imposed under Section 4971 provisions of the Code with respect relating to employee benefit plans, (v) the Company or any Plan. To the knowledge of each Borrower, no reportable event under Section 4043 of ERISA and the regulations issued thereunder has occurred with respect to Affiliate withdraws from any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered or (vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in all material respects with applicable provisions of ERISA and a manner that would increase the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did not, in the aggregate, as liability of the last annual valuation date applicable theretoCompany or any Subsidiary thereunder; and any such event or events described in clauses (i) through (vi) above, exceed the value of the assets of either individually or together with any other such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor any member of the Controlled Group has had a complete event or partial withdrawal from any Multiemployer Plan for which there is any withdrawal liability that would have or would events, could reasonably be expected to have a Material Adverse Effect. As used in this Section 13.1.6, the terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms in Section 3 of ERISA.” (q) From and after the First Amendment Effective Date, Charter One Bank N.A. shall be deemed automatically to have become a party to the Credit Agreement as a “Lender” and shall have all the rights and obligations of a “Lender” under the Credit Agreement as if it were an original signatory thereto. (r) Annex A of the most recent valuation date applicable thereto, neither any Borrower nor any member Credit Agreement is hereby amended and restated in its entirety in the form of Exhibit A hereto. (s) The form of Exhibit B hereto is hereby inserted as Exhibit A-2 of the Controlled Group would become subject Credit Agreement (after giving effect to any material liability under ERISA if any Borrower or any member Section 1(a) of this Amendment). (t) Exhibit C of the Controlled Group has received notice that any Multiemployer Plan Credit Agreement is insolvent or hereby amended and restated in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower or any member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, its entirety in the aggregate, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectform of Exhibit C hereto.

Pension Plans. All Plans are (a) The Unfunded Liability of all Pension Plans, if any, does not in compliance the aggregate exceed twenty percent of the Total Plan Liability for all such Pension Plans. Each Pension Plan, if any, complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the 26385498.9 38 terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrower, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did notany Pension Plan, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any or Borrower nor or other any member of the Controlled Group has had a complete with respect to any Pension Plan or partial withdrawal from any Multiemployer Pension Plan for which there is any withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date applicable thereto, neither any Neither 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 become subject that Person to any material liability under ERISA liability. Within the past five years, neither Borrower nor any other member of the Controlled Group has engaged in a transaction which resulted in any 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 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 Borrower 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 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 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 such plan; and neither 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All (a) The Unfunded Liability of all Pension Plans are does not in compliance the aggregate exceed twenty percent of the Total Plan Liability for all such Pension Plans. Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each any Borrower, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did notany Pension Plan, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither or any Borrower nor Loan Party 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date applicable thereto, neither Neither any Borrower Loan Party 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 become subject that Person to any material liability under ERISA liability. Within the past five years, neither any Loan Party nor any other member of the Controlled Group 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 Pension Plan, which could reasonably be expected to have a Material Adverse Effect. 14766353\V-9 (b) All contributions (if any) have been made to any Borrower Multiemployer Pension Plan that are required to be made by any Loan Party 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 any Loan Party 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 such plan; and neither any Loan Party 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All Plans are in compliance (i) Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrowerthe Company, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did notany Pension Plan, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither or Company or any Borrower nor any other 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of Neither the most recent valuation date applicable thereto, neither any Borrower Company 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 become subject that Person to any material liability under ERISA liability. Within the past five years, neither the Company nor any other member of the Controlled Group 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 Pension Plan, which could reasonably be expected to have a Material Adverse Effect. (ii) All material contributions (if any) have been made to any Borrower 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 such plan; and neither the Company 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All Plans (A) The funding method used in connection with each Pension Plan which is subject to the minimum funding requirements of ERISA is acceptable and the actuarial assumptions used in connection with funding each such plan are reasonable. As of the last day of the last plan year of each Pension Plan and as of the Closing Date, the amount of "unfunded benefit liabilities" as defined in Section 4001(c)(18) of ERISA (but excluding from the definition of "current value" of "assets" of such Pension Plan accrued and unpaid contributions) did not and will not exceed zero. No "accumulated funding deficiency" (for which an excise tax is due or would be due in the absence of a waiver) 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 Seller nor any ERISA Affiliate 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. Neither Seller nor any ERISA Affiliate is subject to any lien imposed under Section 412(n) of the Code or Section 302(f) of ERISA, whichever may apply, with respect to any Pension Plan. Neither Seller nor any ERISA Affiliate has any Liability for unpaid contributions with respect to any Pension Plan. (B) Neither Seller nor any ERISA Affiliate is required to provide security under Section 401(a)(29) of the Code to a Pension Plan which covers or has covered employees or former employees of Seller. (C) Seller or an ERISA Affiliate has paid all premiums (and interest charges and penalties for late payment, if applicable) due the PBGC with respect to each Pension Plan for each plan year thereof for which such premiums are required. Neither Seller nor any ERISA Affiliate has engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in Section 4069 of ERISA. There has been no "reportable event" (as defined in Section 4043(b) of ERISA and the PBGC regulations under such Section) with respect to any Pension Plan. No filing has been made by Seller or any ERISA Affiliate with the PBGC, and no proceeding has been commenced by the PBGC, to terminate any Pension Plan. No condition exists and no event has occurred that could constitute grounds for the termination of any Pension Plan by the PBGC. Neither Seller nor any ERISA Affiliate has, at any time, (1) ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, (2) withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA, or (3) ceased making contributions on or before the Closing Date to any Pension Plan subject to Section 4064(a) of ERISA to which Seller or any ERISA Affiliate made contributions during the six years prior to the Closing Date. (D) Each Pension Plan and each related trust agreement, annuity contract or other funding instrument which covers or has covered employees or former employees of Seller (with respect to their relationship with Seller) which has been operated as a qualified plan has received a favorable determination letter from the Internal Revenue Service stating that such Pension Plan and each related trust is qualified and tax-exempt under the provisions of Code Sections 401(a) and 501(a) and has been so qualified during the period from its adoption to date. (E) Each Pension Plan and each related trust agreement, annuity contract or other funding instrument which covers or has covered employees or former employees of Seller (with respect to their relationship with such entity) currently complies and has been maintained in compliance in all material respects with its terms and, both as to form and in operation, with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable provisions of ERISA. No ERISA Event has occurred with respect to any Plan that has hadsuch plans, or would reasonably be expected to haveincluding, a Material Adverse Effectwithout limitation, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrower, 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 all material respects with applicable provisions of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any withdrawal liability that would have or would reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date applicable thereto, neither any Borrower nor any member of the Controlled Group would become subject to any material liability under ERISA if any Borrower or any 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 Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower or any member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregate, or would reasonably be expected to have, in the aggregate, a Material Adverse Effect.

Pension Plans. All (a) The Unfunded Liability of all Pension Plans are does not in compliance the aggregate exceed twenty percent of the Total Plan Liability for all such Pension Plans. Each ension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrowersuch Company, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value any Pension Plan, any Company, any Subsidiary of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor a Company 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As No Company, Subsidiary of the most recent valuation date applicable thereto, neither a Company or 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 become subject that Person to any material liability under ERISA if any Borrower liability. Within the past five years, no Company, or Subsidiary of a Company or any other member of the Controlled Group 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 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 Companies, any Subsidiary of a 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; no Company, or any Subsidiary of any Company or 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 such plan; and no Company, or any Subsidiary of a Company or 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All (a) The Unfunded Liability of all Pension Plans are does not in compliance the aggregate exceed twenty percent (20%) of the Total Plan Liability for all such Pension Plans. Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each any Borrower, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did notany Pension Plan, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date applicable thereto, neither any No 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 become subject such Borrower to any material liability under ERISA liability. Within the past five years, no Borrower nor any other member of the Controlled Group 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 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 any Borrower 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 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 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 such plan; and no 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All (a) The Unfunded Liability of all Pension Plans are of the UTi Group Companies does not in compliance the aggregate exceed twenty percent of the Total Plan Liability for all such Pension Plans. Each such Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadsuch Pension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrowerany UTi Group Company, no reportable event under Section 4043 of ERISA and the regulations issued thereunder has occurred with respect to threatened, claims, actions, investigations or lawsuits against any Multiemployer such Pension Plan, and each Multiemployer Plan has complied with and been administered in all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund any such Plans) did notPension Plan, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither or any Borrower nor UTi Group Company or any other 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date applicable thereto, neither Neither any Borrower UTi Group Company 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 become subject that Person to any material liability under ERISA liability. Within the past five years, neither any UTi Group Company nor any other member of the Controlled Group 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 Pension Plan, which could reasonably be expected to have a Material Adverse Effect. (b) All contributions (if any) have been made to any Borrower Multiemployer Pension Plan that are required to be made by any UTi Group 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 any UTi Group 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 such plan; and neither any UTi Group Company 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All Plans are in compliance (a) Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each BorrowerCompany, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did notany Pension Plan, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor or Company 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of Neither the most recent valuation date applicable thereto, neither any Borrower Company 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 become subject that Person to any material liability under ERISA liability. Within the past five years, neither the Company nor any other member of the Controlled Group 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 Pension Plan, which could reasonably be expected to have a Material Adverse Effect. (b) All contributions (if any) have been made to any Borrower 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 1240807.08 which if not so made could reasonably be expected to have a Material Adverse Effect; 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, which, in any such case, could reasonably be expected to have a Material Adverse Effect, and no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal from any such plan; and neither the Company 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All Plans are in compliance (a) Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each BorrowerCompany, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did notany Pension Plan, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor or Company 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of Neither the most recent valuation date applicable thereto, neither any Borrower Company 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 become subject that Person to any material liability under ERISA liability. Within the past five years, neither the Company nor any other member of the Controlled Group 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 Pension Plan, which could reasonably be expected to have a Material Adverse Effect. (b) All contributions (if any) have been made to any Borrower 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 which if not so made could reasonably be expected to have a Material Adverse Effect; 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, which, in any such case, could reasonably be expected to have a Material Adverse Effect, and no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal from any such plan; and neither the Company 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All Plans are in compliance 6.1.9.1 Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISALaw. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrowerthe Company, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and any Pension Plan, or the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither Company or any Borrower nor any other 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of Neither the most recent valuation date applicable thereto, neither any Borrower Company 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 become subject that Person to any material liability under ERISA liability. Within the past five years, neither the Company nor any other member of the Controlled Group 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 Pension Plan, which could reasonably be expected to have a Material Adverse Effect. 6.1.9.2 All material contributions (if any) have been made to any Borrower 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 such plan; and neither the Company 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All Plans are in compliance (a) Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each BorrowerCompany, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did notany Pension Plan, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor or Company 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of Neither the most recent valuation date applicable thereto, neither any Borrower Company 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 become subject that Person to any material liability under ERISA liability. Within the past five years, neither the Company nor any other member of the Controlled Group 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 Pension Plan, which could reasonably be expected to have a Material Adverse Effect. (b) All contributions (if any) have been made to any Borrower 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 which if not so made could reasonably be expected to have a Material Adverse Effect; 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, which, in any such case, could reasonably be expected to have a Material Adverse Effect, and no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal from any such plan; and neither the Company 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 1377643.07 rate less than that required under Section 412 of the date of this Agreement and current factual circumstancesCode, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All (a) The Unfunded Liability of all Pension Plans are in compliance could not reasonably be expected to have a Material Adverse Effect. Each Pension Plan complies in all material respects with all applicable provisions requirements of law and regulations, except to the extent noncompliance could not reasonably be expected to have a Material Adverse Effect. No contribution failure under Section 412 of the Code, Section 303 of ERISA (or, prior to the effective date of the Pension Act, under Section 302 of ERISA. No ERISA Event ) or the terms of any Pension Plan has occurred with respect to any Pension Plan, sufficient to give rise to a Lien securing a material amount under Section 303(k) of ERISA (or, prior to the effective date of the Pension Act, under Section 302(f) of ERISA), or otherwise to have a Material Adverse Effect. There are no pending or, to the knowledge of the Borrower, threatened claims, actions, investigations or lawsuits against any Pension Plan, any fiduciary of any Pension Plan, or the Borrower or any other member of the Controlled Group with respect to a Pension Plan or a Multiemployer Pension Plan that has had, or would could reasonably be expected to have, have a Material Adverse Effect, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrower, 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 all material respects with applicable provisions of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any the Borrower nor any other member of the Controlled Group has had a complete engaged in any prohibited transaction (as defined in Section 4975 of the Code or partial withdrawal from Section 406 of ERISA) in connection with any Pension Plan or Multiemployer Pension Plan for which there is any withdrawal liability that would have or would reasonably be expected to have a Material Adverse Effect. As of Within the most recent valuation date applicable theretopast five years, neither any the Borrower nor any other member of the Controlled Group would become subject has engaged in a transaction that resulted in a Pension Plan with an Unfunded Liability being transferred out of the Controlled Group that 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 material liability under ERISA Pension Plan that could reasonably be expected to have a Material Adverse Effect. (b) Except to the extent the following could not reasonably be expected to have a Material Adverse Effect: all required contributions (if any) have been made to any Multiemployer Pension Plan by the Borrower 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 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 or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred that, 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All Plans are in compliance (a) Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each BorrowerCompany, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did notany Pension Plan, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor or Company 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of Neither the most recent valuation date applicable thereto, neither any Borrower Company 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 become subject that Person to any material liability under ERISA liability. Within the past five years, neither the Company nor any other member of the Controlled Group 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 Pension Plan, which could reasonably be expected to have a Material Adverse Effect. (b) All contributions (if any) have been made to any Borrower 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 which if not so made could reasonably be expected to have a Material Adverse Effect; 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, which, in any such case, could reasonably be expected to have a Material Adverse Effect, and no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal from any such plan; and neither the Company 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 37 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All Plans are in compliance (a) Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each any Borrower, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did notany Pension Plan, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither or any 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As Neither Borrower nor any other member of the most recent valuation date applicable theretoControlled 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 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. Except as set forth on Schedule 9.9 hereto, no Termination Event has occurred or is reasonably expected to occur with respect to any material 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 Borrower Multiemployer Pension Plan that are required to be made by the Borrowers 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 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 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 such plan; and no 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or that any such plan is or may become insolvent. (c) Except as would not reasonably be expected to havehave a Material Adverse Effect, each Foreign Pension Plan is in compliance and in good standing (to the extent such concept exists in the aggregaterelevant jurisdiction) in all material respects with all laws, regulations and rules applicable thereto, including all funding requirements, and the respective requirements of the governing documents for such Foreign Pension Plan; (ii) with respect to each Foreign Pension Plan maintained or contributed to by any Loan Party or any Subsidiary of a Loan Party, (A) that is required by applicable law to be funded in a trust or other funding vehicle, such Foreign Pension Plan is in compliance with applicable law regarding funding requirements except to the extent permitted under applicable law and (B) that is not required by applicable law to be funded in a trust or other funding vehicle, reasonable reserves have been established where required by ordinary accounting practices in the jurisdiction in which such Foreign Pension Plan is maintained; and (iii) no actions or proceedings have been taken or instituted to terminate or wind-up a Foreign Pension Plan with respect to which the Loan Parties or any Subsidiary of a Loan Party could reasonably be expected to have a Material Adverse Effect.

Pension Plans. All The Borrower, all Commonly Controlled Entities, and all their Pension Plans are and have been in substantial compliance in all material respects with all the applicable provisions of ERISA, the qualification requirements of Internal Revenue Code Section 401(a) (as to any Pension Plan intended to be so qualified), and the published interpretations thereunder. No notice of intent to terminate a Pension Plan has been filed under Section 4041 of ERISA, nor has any Pension Plan been terminated under Section 4041(e) of ERISA which resulted in substantial liability to Borrower or any of its Commonly Controlled Entities. The PBGC has not instituted proceedings to terminate, or appoint a trustee to administer, a Pension Plan and no event has occurred or condition exists which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan. Neither Borrower nor any Commonly Controlled Entities would be liable for any amount pursuant to Sections 4063 or 4064 of ERISA if all Pension Plans terminated as of the most recent valuation dates of such Pension Plans. Neither Borrower nor any Commonly Controlled Entities have: withdrawn from a Multiemployer Plan during a plan year for which is was a substantial employer, as defined in Section 4001(a)(2) of ERISA; or failed to make a payment to a Pension Plan required under Section 302(f)(1) of ERISA such that security would have to be provided pursuant to Section 307 of ERISA. No lien upon the assets of Borrower has arisen with respect to a Pension Plan. To the best knowledge of the Borrower, no prohibited transaction for which no exemption applies or Reportable Event has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, Pension Plan. Borrower and each Commonly Controlled Entities have made all contributions required to be made by them to any Pension Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Codeor Multiemployer Plan when due. No “There is no accumulated funding deficiency” (as defined deficiency in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrower, no reportable event under Section 4043 of ERISA and the regulations issued thereunder has occurred with respect to any Multiemployer Pension Plan, and each Multiemployer Plan has complied with and been administered in all material respects with applicable provisions of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor any member of the Controlled Group has had a complete whether or partial withdrawal from any Multiemployer Plan for which there is any withdrawal liability that would have or would reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date applicable thereto, neither any Borrower nor any member of the Controlled Group would become subject to any material liability under ERISA if any Borrower or any 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 Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower or any member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregate, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectnot waived.

Pension Plans. All (a) The Unfunded Liability of all Pension Plans are does not in compliance the aggregate exceed 20% of the Total Plan Liability for all such Pension Plans. Except as could not reasonably be expected to result in all material respects a Material Adverse Effect, 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. No ERISA Event , or the terms of any Pension Plan has occurred with respect to any Pension Plan that has had, sufficient to give rise to a Lien under Section 303(k) of ERISA or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrowerany Loan Party, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did notany Pension Plan, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither or any Borrower nor or any other 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As Neither any Borrower nor any other member of the most recent valuation date applicable theretoControlled 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 would become subject has engaged in a transaction that resulted in a Pension Plan with an Unfunded Liability (applying the definition of Unfunded Liability on an individual Pension Plan basis) being transferred out of the Controlled Group, except as could not reasonably be expected to have a Material Adverse Effect. No Termination Event has occurred or is reasonably expected to occur with respect to any material liability under ERISA Pension Plan, except as could not reasonably be expected to have a Material Adverse Effect. (i) All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by any Borrower or any other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable law; (ii) 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, 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 reasonably be expected to result in a withdrawal or partial withdrawal from any such plan; and (iii) neither any Borrower nor any other member of the Controlled Group has received any notice that any Multiemployer Pension Plan 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 insolvent or in reorganization. Based upon GAAP existing as has been funded at a rate less than that required under Section 412 of the date of this Agreement and current factual circumstancesCode, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All (a) The Unfunded Liability of all Pension Plans are does not in compliance the aggregate exceed 20% of the Total Plan Liability for all such Pension Plans. Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISALaw and regulations. No failure to make contributions under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 303(k) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrowerthe Company, no reportable event under Section 4043 threatened, claims, actions, investigations or lawsuits against any Pension 1 Subject to review of ERISA and the regulations issued thereunder has occurred with respect to any Multiemployer Schedule. Plan, and each Multiemployer Plan has complied with and been administered in all material respects with applicable provisions any fiduciary of ERISA and any Pension Plan, or the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor Company 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of Neither the most recent valuation date applicable thereto, neither any Borrower Company nor any other member of the Controlled Group has 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 become subject that Person to any material liability under ERISA liability. Within the past five years, neither the Company nor any other member of the Controlled Group 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 which could reasonably be expected to have a Material Adverse Effect. (b) All contributions (if any) have been made to any Borrower 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 such plan; and neither the Company nor any other member of the Controlled Group 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), that increased contributions may be required to avoid a reduction in plan benefits or the Borrowers have no reason to believe imposition of any excise tax, that the annual cost during the term of this Agreement to any Borrower such plan is or any member has been funded at a rate less than that required under Section 412 of the Controlled Group for post-retirement benefits to Code, that any such plan is or may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All (a) The Unfunded Liability of all Pension Plans are (if any) does not in compliance the aggregate exceed twenty percent of the Total Plan Liability for all such Pension Plans. Each Pension Plan (if any) complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No ERISA Event has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions contribution failure under Section 412 of ERISA and the Code. No “accumulated funding deficiency” (as defined in , Section 302 of ERISAERISA or the terms of any Pension Plan (if any) has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrowereither Company, no reportable event under Section 4043 threatened, claims, actions, investigations or lawsuits against any Pension Plan (if any), any fiduciary of ERISA and the regulations issued thereunder has occurred with respect to any Multiemployer PlanPension Plan (if any), and each Multiemployer Plan has complied with and been administered in all material respects with applicable provisions of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither or either Company or any Borrower nor any other member of the Controlled Group has had with respect to a complete Pension Plan (if any) or partial withdrawal from any a Multiemployer Pension Plan for (if any) which there is any withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date applicable thereto, neither any Borrower Neither either Company 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 (if any) or Multiemployer Pension Plan (if any) which would become subject that Person to any material liability under ERISA liability. Within the past five years, neither Company nor any other member of the Controlled Group 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 Pension Plan (if any), which could reasonably be expected to have a Material Adverse Effect. (b) All contributions (if any) have been made to any Borrower Multiemployer Pension Plan (if any) that are required to be made by the Companies 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 Company nor any other member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan (if any), 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 such plan; and neither Company nor any other member of the Controlled Group has received any notice that any Multiemployer Pension Plan (if any) 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All Plans are in compliance (a) Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each BorrowerCompany, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did notany Pension Plan, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor or Company 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 withdrawal liability that would have or would reasonably could be expected to have a Material Adverse Effect. As of Neither the most recent valuation date applicable thereto, neither any Borrower Company nor any member of the Controlled Group would become subject to any material liability under ERISA if any Borrower or any other member of the Controlled Group has received notice that engaged in any Multiemployer Plan is insolvent or prohibited transaction (as defined in reorganization. Based upon GAAP existing as Section 4975 of the date Code or Section 406 of this Agreement and current factual circumstances, ERISA) in connection with any Pension Plan or Multiemployer Pension Plan which would subject the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower Company or any other member of the Controlled Group for post-retirement benefits to any material liability. Within the past five years, neither the Company nor any other member of the Controlled Group has engaged in a transaction which resulted in a Pension Plan with an Unfunded Liability being transferred out of the Controlled Group, which reasonably could 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 reasonably could 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 provided to made by the current and former employees of any Borrower Company or any other member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) the terms of ERISA) would have, in the aggregate, plan or would of any collective bargaining agreement or by applicable law which if not so made reasonably could be expected to have, in the aggregate, have a Material Adverse Effect; 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, which, in any such case, reasonably could be expected to have a Material Adverse Effect, and no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal from any such plan; and neither the Company nor any other member of the Controlled Group and, except as could not be reasonably expected to have a Material Adverse Effect, the Company has not received any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent.

Pension Plans. All (a) The Unfunded Liability of all Pension Plans are does not in compliance the aggregate exceed twenty percent (20%) of the Total Plan Liability for all such Pension Plans. Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrower, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did notany Pension Plan, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date applicable thereto, neither any Neither 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 become subject that Person to any material liability under ERISA liability. Within the past five years, neither Borrower nor any other member of the Controlled Group 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 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 Borrower 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 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 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 such plan; and neither 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All Plans are in compliance (a) Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions to the knowledge of the Borrower, threatened, claims, actions, investigations or lawsuits against any Pension Plan, any fiduciary of any Pension Plan, the Borrower or any ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred Affiliate with respect to any a Pension Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrower, 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 all material respects with applicable provisions of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of Neither the most recent valuation date applicable thereto, neither any Borrower nor any member ERISA Affiliate has engaged in any prohibited transaction (as defined in Section 4975 of the Controlled Group Code or Section 406 of ERISA) in connection with any Pension Plan or Multiemployer Plan which would become subject that Person to any material liability under liability. Within the past five years, neither the Borrower nor any ERISA Affiliate has engaged in a transaction which resulted in a Pension Plan with an Unfunded Liability being transferred out of the group of ERISA Affiliates, which could reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur with respect to any Pension Plan, which could reasonably be expected to have a Material Adverse Effect. (b) All contributions (if any) have been made to any Multiemployer Plan that are required to be made by the Borrower or any member ERISA Affiliate under the terms of the Controlled Group plan or of any collective bargaining agreement or by applicable law; neither the Borrower nor any ERISA Affiliate has withdrawn or partially withdrawn from any Multiemployer 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 such plan; and neither the Borrower nor any ERISA Affiliate has received any notice that any Multiemployer Plan is insolvent in reorganizationendangered 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, that increased contributions may be required to avoid a reduction in plan benefits or the Borrowers have no reason to believe imposition of any excise tax, that the annual cost during the term of this Agreement to any Borrower such plan is or any member has been funded at a rate less than that required under Section 412 of the Controlled Group for post-retirement benefits to Code, that any such plan is or may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All Plans are in compliance (a) Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISALaw. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrowerthe Company, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did notany Pension Plan, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither or Company or any Borrower nor any other 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of Neither the most recent valuation date applicable thereto, neither any Borrower Company 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 become subject that Person to any material liability under ERISA liability. Within the past five years, neither the Company nor any other member of the Controlled Group 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 Pension Plan, which could reasonably be expected to have a Material Adverse Effect. (b) All material contributions (if any) have been made to any Borrower 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 such plan; and neither the Company 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All (a) The Unfunded Liability of all Pension Plans are does not in compliance the aggregate exceed twenty percent of the Total Plan Liability for all such Pension Plans. Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each any Borrower, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did notany Pension Plan, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither or any 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As No Borrower, nor any other member of the most recent valuation date applicable theretoControlled Group, neither 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, no 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 material 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 any Borrower 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 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 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 such plan; and no 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All (a) The Unfunded Liability of all Pension Plans are does not in compliance the aggregate exceed twenty percent of the Total Plan Liability for all such Pension Plans. Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each Borrowera Parent Entity, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund any Pension Plan, or such Plans) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor Parent Entity 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date applicable thereto, neither any Neither 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 become subject that Person to any material liability under ERISA liability. Within the past five years, neither Borrower nor any other member of the Controlled Group 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 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 Borrower 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 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 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 such plan; and neither 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All Plans are (i) No "accumulated funding deficiency" (for which an excise tax is due or would be due in compliance the absence of a waiver) as defined in all material respects with all applicable provisions section 412 of the Code or as defined in Section 302(a)(2) of ERISA. No ERISA Event , whichever may apply, has occurred been incurred with respect to any Pension Plan of the Company or any ERISA Affiliate thereof with respect to any plan year, whether or not waived. Neither the Company nor any ERISA Affiliate thereof 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 such Pension Plan. Neither the Company nor any ERISA Affiliate thereof is subject to any Lien imposed under section 412(n) of the Code or Section 302(f) or 4068 of ERISA, whichever may apply, with respect to any such Pension Plan. All "benefit liabilities" within the meaning of Section 4001(a)(16) of ERISA, are fully funded as of the Closing Date with respect to each such Pension Plan as determined on a termination basis using the assumed interest rate set forth in each Pension Plan. (ii) Neither the Company nor any ERISA Affiliate thereof is required to provide security to a Pension Plan under section 401(a)(29) of the Code. (iii) Except as otherwise disclosed in Subsection 4.14(a) of the ------------------ Company's Disclosure Letter, each Pension Plan of the Company or any ERISA Affiliate thereof and each related trust agreement, annuity contract or other funding instrument is qualified and tax exempt under the provisions of Code sections 401(a) and 501(a), and each has been so determined by the IRS, or application for such determination has been made and is currently pending. Any such Pension Plan that has hadbeen terminated has received a favorable determination letter from the IRS with respect to its termination, or would reasonably be expected application for such determination has been made and is currently pending. (iv) Each Pension Plan of the Company or any ERISA Affiliate thereof, related trust agreement, annuity contract or other funding instrument is in Material compliance with its terms and, both as to haveform and in operation, a Material Adverse Effectwith the requirements prescribed by any and all Laws which are applicable to such Pension Plan, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of related trust agreement, annuity contract or other funding instrument, including without limitation ERISA and the Code. (v) The Company or an ERISA Affiliate thereof has paid all premiums (and interest charges and penalties for late payment, if applicable) due to the PBGC with respect to each Pension Plan of the Company or any ERISA Affiliate thereof which is covered by Title IV of ERISA for each plan year thereof for which such premiums are required. No “accumulated funding deficiency” Neither the Company nor any ERISA Affiliate thereof has engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction which is described in Section 4069 of ERISA. There has been no unreported "reportable event" (as defined in Section 302 4043(b) of ERISAERISA and the PBGC regulations under such Section) has occurred requiring notice to the PBGC with respect to any Pension Plan of the Company or any ERISA Affiliate thereof. No filing has been made by the Company or any ERISA Affiliate thereof with the PBGC, and no proceeding has been commenced by the PBGC, to terminate any Pension Plan of the Company or any ERISA Affiliate thereof. No condition exists and no event has occurred that has hadcould constitute grounds for the termination of any Pension Plan of the Company or any ERISA Affiliate thereof by the PBGC, or would which could reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 result in liability of the Code Company or any ERISA Affiliate thereof to the PBGC with respect to any Plan. To the knowledge of each Borrower, no reportable event under Section 4043 of ERISA and the regulations issued thereunder has occurred with respect to any Multiemployer such Pension Plan, and each Multiemployer Plan has complied with and been administered in all material respects with applicable provisions of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more other than U.S.$10,000,000liabilities for premium payments. Neither any Borrower the Company nor any member of the Controlled Group has had ERISA Affiliate thereof has, at any time, (1) ceased operations at a complete or partial withdrawal from any Multiemployer Plan for which there is any withdrawal liability that would have or would reasonably be expected facility so as to have a Material Adverse Effect. As of the most recent valuation date applicable thereto, neither any Borrower nor any member of the Controlled Group would become subject to any material liability under ERISA if any Borrower or any member the provisions 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 Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower or any member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(14062(e) of ERISA, (2) would have, in withdrawn as a substantial employer so as to become subject to the aggregateprovisions of Section 4063 of ERISA, or would reasonably be expected (3) ceased making contributions to have, in any Pension Plan of the aggregate, a Material Adverse EffectCompany or any ERISA Affiliate thereof subject to Section 4064(a) of ERISA to which the Company or any ERISA Affiliate thereof made contributions during the six (6) years prior to the date hereof.

Pension Plans. All Plans are (i) Each Loan Party and its ERISA Affiliates has fulfilled the obligations under the minimum funding standards of ERISA and the Internal Revenue Code with respect to each Plan and is in substantial compliance in all material respects with all applicable provisions of ERISA. No ERISA Event has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and each Plan has complied with and been administered in all material respects in accordance with the presently applicable provisions of ERISA and the CodeInternal Revenue Code with respect to each Plan. No “accumulated funding deficiency” (as defined in Neither any Loan Party nor any of its ERISA Affiliates has incurred any material liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 302 4007 of ERISA. (ii) 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 has hadresulted in or is reasonably likely to result in a material liability of any Loan Party or any of its ERISA Affiliates. (iii) Schedule B (Actuarial Information) to the 1996 annual report (Form 5500 Series) for each Plan of any Loan Party or any of its ERISA Affiliates, or would reasonably be expected copies of which have been filed with the Internal Revenue Service and furnished to have, a Material Adverse Effectthe Lender Parties, and there each subsequent Schedule B (Actuarial Information) provided to the Lender Parties pursuant to Section 6.03(g), is complete and accurate and fairly presents the funding status of such Plan, as of the time it was given, and no Loan Party is aware of any events or conditions since the date of such report that would create a material adverse change in the funding status of such Plan. (iv) Neither any Loan Party nor any of its ERISA Affiliates contributes to, is obligated to contribute to, has contributed to or has been no material excise tax imposed under Section 4971 of the Code with respect obligated to any Plan. To the knowledge of each Borrower, no reportable event under Section 4043 of ERISA and the regulations issued thereunder has occurred with respect contribute to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in all material respects with applicable provisions of ERISA and the Code. . (v) The aggregate actuarial present value Insufficiency of all benefits vested under all Plans of the Loan Parties and their ERISA Affiliates (based excluding any Plans which do not have any Insufficiency) does not exceed $18,254,000 (the amount of the Insufficiency on the assumptions used to fund such PlansClosing Date) did notplus $4,000,000. (vi) The aggregate annualized cost (including, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any withdrawal liability that would have or would reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date applicable thereto, neither any Borrower nor any member of the Controlled Group would become subject to any material liability under ERISA if any Borrower or any 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 circumstanceswithout limitation, the Borrowers have no reason cost of insurance premiums) with respect to believe that the annual cost during the term of this Agreement to any Borrower or any member of the Controlled Group for post-retirement benefits to be provided to under Welfare Plans for which the current Loan Parties and former employees of any Borrower or any member of the Controlled Group under Plans that their Subsidiaries are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregate, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectliable does not exceed $750,000.

Pension Plans. All Plans are in compliance (a) Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each BorrowerCompany, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did notany Pension Plan, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor or Company or other any member of the Controlled Group has had with respect to a complete or partial withdrawal from any Multiemployer Pension Plan for which there is any withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of Neither the most recent valuation date applicable thereto, neither any Borrower Company 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 which would become subject that Person to any material liability under ERISA liability. Within the past five years, neither the Company nor any other member of the Controlled Group 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 Pension Plan, which could reasonably be expected to have a Material Adverse Effect. (b) All contributions (if any) have been made to any Borrower 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 such plan [which would have a Material Adverse Effect]; and neither the Company 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregate, or would terminated [which could reasonably be expected to have, in the aggregate, have a Material Adverse Effect], or that any such plan is or may become insolvent.

Pension Plans. All (a) The Unfunded Liability of all Pension Plans are does not in compliance the aggregate exceed twenty percent of the Total Plan Liability for all such Pension Plans except to the extent the Company will reduce such Unfunded Liability to less than or equal to twenty percent of Total Plan Liability within 30 days after the Company obtains knowledge of the Unfunded Liability. Each Pension Plan complies in all material respects with all applicable provisions requirements of ERISAlaw and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA Event or the terms of any Pension Plan has occurred with respect to any Plan that has hadPension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or would reasonably be expected otherwise to have, have a Material Adverse Effect. There are no pending or, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred with respect to any Plan that has had, or would reasonably be expected to have, a Material Adverse Effect, and there has been no material excise tax imposed under Section 4971 of the Code with respect to any Plan. To the knowledge of each BorrowerCompany, no reportable event under Section 4043 of ERISA and the regulations issued thereunder 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 all material respects with applicable provisions any fiduciary of ERISA and the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did notany Pension Plan, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000. Neither any Borrower nor or Company 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 withdrawal liability that would have or would could reasonably be expected to have a Material Adverse Effect. As of Neither the most recent valuation date applicable thereto, neither any Borrower Company 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 become subject that Person to any material liability under ERISA liability. Within the past five years, neither the Company nor any other member of the Controlled Group 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 Pension Plan, which could reasonably be expected to have a Material Adverse Effect. (b) All contributions (if any) have been made to any Borrower 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 such plan; and neither the Company 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, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower such plan is or any member of the Controlled Group for post-retirement benefits to may be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) would have, in the aggregateterminated, or would reasonably be expected to have, in the aggregate, a Material Adverse Effectthat any such plan is or may become insolvent.

Pension Plans. All Plans (A) The funding method used in connection with each Pension Plan which is subject to the minimum funding requirements of ERISA is acceptable and the actuarial assumptions used in connection with funding each such plan are reasonable. As of the last day of the last plan year of each Pension Plan and as of the Closing Date, the "amount of unfunded benefit liabilities" as defined in compliance Section 4001(a)(18) of ERISA (but excluding from the definition of "current value" of "assets" of such Pension Plan, accrued but unpaid contributions) did not and will not exceed zero. No "accumulated funding deficiency" (for which an excise tax is due or would be due in all material respects with all applicable provisions the absence of a waiver) as defined in Section 412 of the Code or as defined in Section 302(a)(2) of ERISA. No ERISA Event , whichever may apply, has occurred been incurred with respect to any Pension Plan that with respect to any plan year, whether or not waived. Nether the Partnership nor any ERISA Affiliate has hadfailed to pay when due any "required installment", within the meaning of Section 412(m) of the Code and Section 302(c) of ERISA, whichever may apply, with respect to any Pension Plan. Neither the Partnership nor any ERISA Affiliate is subject to any lien imposed under Section 412(n) of the Code or would reasonably be expected Section 302(f) of ERISA, whichever may apply, with respect to have, any Pension Plan. Neither the Partnership nor any ERISA Affiliate has any Liability for unpaid contributions with respect to any Pension Plan. (B) Neither the Partnership nor any ERISA Affiliate is required to provide security to a Material Adverse Effect, Pension Plan which covers or has covered employees or former employees of Seller under Section 401(a)(29) of the Code. (C) Each Pension Plan and each Plan related trust agreement, annuity contract or other funding instrument which covers or has complied covered employees or former employees of the Partnership (with respect to their relationship with the Partnership) is qualified and been administered in all material respects in accordance with applicable tax-exempt under the provisions of Code Sections 401(a) (or 403(a), as appropriate) and 501(a) and has been so qualified during the period from its adoption to date. (D) Each Pension Plan, each related trust agreement, annuity contract or other funding instrument which covers or has covered employees or former employees of the Partnership (with respect to their relationship with the Partnership) presently complies and has been maintained in substantial compliance with its terms and, both as to form and in operation, with the requirements prescribed by any and all Regulations and Court Orders which are applicable to such plans, including, without limitation, ERISA and the Code. (E) The Partnership has paid all premiums (and interest charges and penalties for late payment, if applicable) due the PBGC with respect to each Pension Plan for each plan year thereof for which such premiums are required. No “accumulated funding deficiency” Neither the Partnership nor any ERISA Affiliate has engaged in, or is a successor or parent to an entity that has engaged in, a transaction described in Section 4069 of ERISA. There has been no "reportable event" (as defined in Section 302 4043(b) of ERISAERISA and the PBGC regulations under such Section) has occurred with respect to any Plan that Pension Plan. No filing has had, been made by the Partnership or would reasonably be expected to have, a Material Adverse Effectany ERISA Affiliate with the PBGC, and there no proceeding has been no material excise tax imposed under Section 4971 of commenced by the Code with respect PBGC, to terminate any Pension Plan. To the knowledge of each Borrower, No condition exists and no reportable event under Section 4043 of ERISA and the regulations issued thereunder has occurred with respect to that could constitute grounds for the termination of any Multiemployer Plan, and each Multiemployer Pension Plan has complied with and been administered in all material respects with applicable provisions of ERISA and by the Code. The aggregate actuarial present value of all benefits vested under all Plans (based on the assumptions used to fund such Plans) did not, in the aggregate, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plans allocable to such vested benefits by more than U.S.$10,000,000PBGC. Neither any Borrower the Partnership nor any member of the Controlled Group has had ERISA Affiliate has, at any time, (1) ceased operations at a complete or partial withdrawal from any Multiemployer Plan for which there is any withdrawal liability that would have or would reasonably be expected facility so as to have a Material Adverse Effect. As of the most recent valuation date applicable thereto, neither any Borrower nor any member of the Controlled Group would become subject to any material liability under ERISA if any Borrower or any member the provisions 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 Borrowers have no reason to believe that the annual cost during the term of this Agreement to any Borrower or any member of the Controlled Group for post-retirement benefits to be provided to the current and former employees of any Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as defined in Section 3(14062(e) of ERISA, (2) would have, in withdrawn as a substantial employer so as to become subject to the aggregateprovisions of Section 4063 of ERISA, or would reasonably be expected (3) ceased making contributions on or before the Closing Date to have, in any Pension Plan subject to Section 4064(a) of ERISA to which the aggregate, a Material Adverse EffectPartnership or any ERISA Affiliate made contributions during the six years prior to the Closing Date.