Common use of Transfer of Liabilities Clause in Contracts

Transfer of Liabilities. (i) In accordance with the provisions of this Section 11.2.1, Buyer shall cause the Buyer Pension Plans to accept all liabilities for benefits under the Seller Pension Plans, whether or not vested, that would have been paid or payable (but for the transfer of assets and liabilities pursuant to this Section 11.2.1) to or with respect to the Transferred Employees under the terms of the Seller Pension Plans and that are "Section 411(d)(6) protected benefits" (as defined by Section 411(d)(6) of the IRC and the regulations thereunder) that have accrued under the Seller Pension Plan to or with respect to the Transferred Employees based on accredited service and compensation under the Seller Pension Plans as of the Closing Date. For a period of not less than five (5) years after the Closing Date, and unless otherwise required to comply with applicable law or permitted by Section 11.1.2, Buyer shall not amend the Buyer Pension Plans, or permit the Buyer Pension Plans to be amended, to eliminate any benefit, whether or not vested, with respect to which liabilities are transferred pursuant to the foregoing provisions of this subsection (i), to the extent any such benefit is a "Section 411(d)(6) protected benefit" (as defined by Section 411(d)(6) of the IRC and the regulations thereunder). On or before the Closing Date, Seller or an Affiliate thereof shall take action to fully vest Transferred Employees in their benefits (if any) under the Seller Pension Plans. (A) For purposes of eligibility and vesting under the Buyer Pension Plans, each Transferred Employee whose accrued benefit is transferred from a Seller Pension Plan to a Buyer Pension Plan shall be credited with service as of the Closing Date as determined under the terms of the Seller Pension Plan. The benefit under the Buyer Pension Plan for each Transferred Employee who, on the Closing Date, participates in the Seller Hourly Pension Plan by virtue of his or her coverage under a collective bargaining agreement, shall be calculated under terms of the Buyer Pension Plan that are substantially identical in all material respects to the terms of the Seller Hourly Pension Plan. The benefit for each Transferred Employee who, on the Closing Date, participates in the Seller Salaried Pension Plan, shall not be less than the greater of (x) the sum of the Transferred Employee's "Seller Pension" and "Buyer Pension," or (y) the Transferred Employee's "Total Service Pension," each as determined under the rules set forth in subsection (c)(iii) of this Section 11.2.1. (B) Except as provided in paragraph (E), below, each Transferred Employee who, as of the Closing Date, participates or formerly participated in the Seller Salaried Pension Plan and who, under the terms of the Seller Salaried Pension Plan, has at least 15 years of accredited service and combined years of age and accredited service of at least 74 as of the Closing Date shall be eligible, after the Transferred Employee's employment with the Buyer and its Affiliates is terminated and after the Transferred Employee's combined years of age and years of accredited service equal or exceed 76, to receive his or her "Seller Pension" (as determined under the rules set forth in subsection (c)(iii) of this Section 11. 2.1) as an immediate early retirement pension under the applicable Buyer Pension Plan in accordance with early retirement provisions that are no less favorable to the Transferred Employee than the early retirement provisions of the Seller Salaried Pension Plan as of the Closing Date. For a period of at least five (5) years following the Closing Date, the Buyer shall cause any agreement, pursuant to which the accrued benefit of any Transferred Employee under a Buyer Pension Plan is transferred to another pension plan, to incorporate a provision in substance identical to this subsection (ii)( B). (C) Except as provided in paragraph (E), below, the benefit under the Buyer Pension Plan of a GATT Grandfathered Participant, when expressed in the form of a lump sum, shall not be less than the benefit under the Buyer Pension Plan determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act. The method used to convert a GATT Grandfathered Participant's accrued benefit into a lump-sum amount under the Buyer Pension Plan after 1999 shall be not less favorable to a GATT Grandfathered Participant than the method used for similar purposes by the Seller Pension Plan. For purposes of this paragraph (c)(ii)(C), "GATT Grandfathered Participant" shall mean a Transferred Employee (x) with respect to whom liabilities are transferred pursuant to this subsection (c) and (y) who, taking service from Buyer into account as service with Seller, would have been eligible under the Seller Pension Plan, but for the transfer of liabilities pursuant to this subsection (c), to have his benefit under the Seller Pension Plan (when expressed in the form of a lump sum) determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act.

Transfer of Liabilities. (i) In accordance with As of the provisions of this Section 11.2.1Closing Date, Buyer shall will cause the a Buyer Pension Plans Plan to accept all the liabilities for benefits under the Seller Pension Plans, whether or not vested, Plan that would have been paid or payable (but for the transfer of assets and liabilities pursuant to this Section 11.2.1Paragraph A) to or with respect to the Transferred Employees and Other Plan Participants (as defined below), and Buyer will become, with respect to each Transferred Employee and Other Plan Participant, responsible for all benefits due under the Seller Pension Plan. Buyer is assuming only the obligation to provide benefits in the amount determined in accordance with the terms of the Seller Pension Plans Plan, and Buyer is not assuming any other liability or obligation that are "Section 411(d)(6Seller or an ERISA Affiliate of Seller might have or incur with respect to the Seller Pension Plan, including liability (if any) protected benefits" (as defined by Section 411(d)(6) for breaches of fiduciary duty or other penalty or excise Tax amounts. Seller will not, and Parent will not permit Seller’s successor to, take any action to fully vest the IRC and the regulations thereunder) that have Business Employees in their accrued benefits under the Seller Pension Plan to or Plan; provided that any vesting of Business Employees in such accrued benefits in the ordinary course in accordance with respect to the Transferred Employees based on accredited service and compensation under the Seller Pension Plans Plan as in effect on the date hereof shall not be deemed a violation of the Closing Datethis Paragraph A(1). For a period of not less than five (5) years after the Closing Date, and unless otherwise required to comply with applicable law or permitted by Section 11.1.2, Buyer shall will not amend the Buyer Pension PlansPlan, or permit the Buyer Pension Plans Plan to be amended, to eliminate any benefitbenefit accrued as of the Closing Date, whether or not vested, with respect to which liabilities are transferred pursuant to this Paragraph A; provided that Buyer may amend the foregoing provisions Buyer Pension Plan or permit the Buyer Pension Plan to be amended to eliminate an optional form of this subsection (i), distribution to the extent any that such benefit action is a "Section 411(d)(6) protected benefit" (as defined by Section consistent with applicable Law, including the regulations under section 411(d)(6) of the IRC and the regulations thereunder)Code. On or before the Closing DateNotwithstanding any other provision of this Agreement, Seller will, or an Affiliate thereof shall take action Parent will cause Seller’s successor to, cause the Seller Pension Plan to fully vest continue to make all benefit payments to Transferred Employees in their benefits (if any) and Other Plan Participants due under the Seller Pension Plans. (A) For purposes of eligibility Plan until both the Initial Transfer Amount and vesting under the True-Up Amount have been transferred to the Buyer Pension PlansPlan, each Transferred Employee whose accrued benefit is transferred from a Seller Pension Plan to a following which transfer the Buyer Pension Plan shall be credited with service as make all benefit payments to or in respect of the Closing Date as determined under the terms of the Seller Pension PlanTransferred Employees and Other Plan Participants. The benefit under the Buyer Pension “Other Plan for each Transferred Employee who, on the Closing Date, participates in the Seller Hourly Pension Plan by virtue of his or her coverage under a collective bargaining agreement, shall be calculated under terms of the Buyer Pension Plan that are substantially identical in all material respects to the terms of the Seller Hourly Pension Plan. The benefit for each Transferred Employee who, on the Closing Date, participates in the Seller Salaried Pension Plan, shall not be less than the greater of Participants” means any individuals (x) the sum of the Transferred Employee's "Seller Pension" and "Buyer Pension," or (y) the Transferred Employee's "Total Service Pension," each as determined under the rules set forth in subsection (c)(iii) of this Section 11.2.1. (B) Except as provided in paragraph (E), below, each Transferred Employee who, as of the Closing Date, participates or formerly participated in the Seller Salaried Pension Plan and who, under the terms of the Seller Salaried Pension Plan, has at least 15 years of accredited service and combined years of age and accredited service of at least 74 as of the Closing Date shall be eligible, after the Transferred Employee's employment with the Buyer and its Affiliates is terminated and after the Transferred Employee's combined years of age and years of accredited service equal or exceed 76, to receive his or her "Seller Pension" (as determined under the rules set forth in subsection (c)(iii) of this Section 11. 2.1) as who have an immediate early retirement pension under the applicable Buyer Pension Plan in accordance with early retirement provisions that are no less favorable to the Transferred Employee than the early retirement provisions of the Seller Salaried Pension Plan as of the Closing Date. For a period of at least five (5) years following the Closing Date, the Buyer shall cause any agreement, pursuant to which the accrued benefit of any Transferred Employee under a Buyer Pension Plan is transferred to another pension plan, to incorporate a provision in substance identical to this subsection (ii)( B). (C) Except as provided in paragraph (E), below, the benefit under the Buyer Pension Plan of a GATT Grandfathered Participant, when expressed in the form of a lump sum, shall not be less than the benefit under the Buyer Pension Plan determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act. The method used to convert a GATT Grandfathered Participant's accrued benefit into a lump-sum amount under the Buyer Pension Plan after 1999 shall be not less favorable to a GATT Grandfathered Participant than the method used for similar purposes by the Seller Pension Plan. For purposes of this paragraph (c)(ii)(C), "GATT Grandfathered Participant" shall mean a Transferred Employee (x) with respect to whom liabilities are transferred pursuant to this subsection (c) and (y) who, taking service from Buyer into account as service with Seller, would have been eligible under the Seller Pension Plan, but for the transfer of liabilities pursuant to this subsection (c), to have his benefit under the Seller Pension Plan but who are not actively employed by Seller on the Closing Date, or whose employment is terminated by Seller on the Closing Date, and (when expressed in y) whose employment was principally associated with the form Natural Gas Businesses, all of a lump sum) determined without regard to whom are listed on Schedule 8.8(d)(ii)-A, or will be listed on such Schedule as the changes to Section 417 of same is amended by Seller, with Buyer’s and Parent’s consent, on the IRC made by the Uruguay Round Agreements ActClosing Date.

Transfer of Liabilities. (ia) In accordance with As of the provisions of this Section 11.2.1Effective Time, Buyer shall will cause the a Buyer Pension Plans Plan to accept all liabilities the liability for benefits under the Seller Pension Plans, whether or not vested, Plan that would have been paid or payable (but for the transfer of assets and liabilities pursuant to this Section 11.2.1Paragraph A) to or with respect to the Transferred Employees and Other Plan Participants (as defined below), and Buyer will become with respect to each Transferred Employee and Other Plan Participant responsible for all benefits due under the Seller Pension Plan. Buyer is assuming only the obligation to provide benefits in the amount determined in accordance with the terms of the Seller Pension Plans Plan, and Buyer is not assuming any other liability or obligation that are "Section 411(d)(6Seller or an ERISA Affiliate of Seller might have or incur with respect to the Seller Pension Plan, including liability (if any) protected benefits" (as defined by Section 411(d)(6) for breaches of fiduciary duty or other penalty or excise Tax amounts. Seller will not take any action to fully vest the IRC and the regulations thereunder) that have Business Employees in their accrued benefits under the Seller Pension Plan to or with respect to the Transferred Employees based on accredited service and compensation under the Seller Pension Plans as of the Closing DatePlan. For a period of not less than five (5) years after the Closing Date, and unless otherwise required to comply with applicable law or permitted by Section 11.1.2, Buyer shall will not amend the Buyer Pension PlansPlan, or permit the Buyer Pension Plans Plan to be amended, to eliminate any benefitbenefit accrued as of the Effective Time, whether or not vested, with respect to which liabilities are transferred pursuant to this Paragraph A; provided that Buyer may amend the foregoing provisions Buyer Pension Plan or permit the Buyer Pension Plan to be amended to eliminate an optional form of this subsection (i), distribution to the extent any that such benefit action is a "Section 411(d)(6) protected benefit" (as defined by Section consistent with regulations under section 411(d)(6) of the IRC and Code. Notwithstanding any other provision of this Agreement, the regulations thereunder). On or before the Closing Date, Seller or an Affiliate thereof shall take action Pension Plan will continue to fully vest make all benefit payments to Transferred Employees in their benefits (if any) and Other Plan Participants due under the Seller Pension Plans. (A) For purposes of eligibility Plan until both the Initial Transfer Amount and vesting under the True-Up Amount have been transferred to the Buyer Pension Plans, each Transferred Employee whose accrued benefit is transferred from a Seller Pension Plan to a Buyer Pension Plan shall be credited with service as of the Closing Date as determined under the terms of the Seller Pension Plan. The benefit under the Buyer Pension “Other Plan for each Transferred Employee who, on the Closing Date, participates in the Seller Hourly Pension Plan by virtue of his or her coverage under a collective bargaining agreement, shall be calculated under terms of the Buyer Pension Plan that are substantially identical in all material respects to the terms of the Seller Hourly Pension Plan. The benefit for each Transferred Employee who, on the Closing Date, participates in the Seller Salaried Pension Plan, shall not be less than the greater of Participants” mean any individuals (x) the sum of the Transferred Employee's "Seller Pension" and "Buyer Pension," or (y) the Transferred Employee's "Total Service Pension," each as determined under the rules set forth in subsection (c)(iii) of this Section 11.2.1. (B) Except as provided in paragraph (E), below, each Transferred Employee who, as of the Closing Date, participates or formerly participated in the Seller Salaried Pension Plan and who, under the terms of the Seller Salaried Pension Plan, has at least 15 years of accredited service and combined years of age and accredited service of at least 74 as of the Closing Date shall be eligible, after the Transferred Employee's employment with the Buyer and its Affiliates is terminated and after the Transferred Employee's combined years of age and years of accredited service equal or exceed 76, to receive his or her "Seller Pension" (as determined under the rules set forth in subsection (c)(iii) of this Section 11. 2.1) as who have an immediate early retirement pension under the applicable Buyer Pension Plan in accordance with early retirement provisions that are no less favorable to the Transferred Employee than the early retirement provisions of the Seller Salaried Pension Plan as of the Closing Date. For a period of at least five (5) years following the Closing Date, the Buyer shall cause any agreement, pursuant to which the accrued benefit of any Transferred Employee under a Buyer Pension Plan is transferred to another pension plan, to incorporate a provision in substance identical to this subsection (ii)( B). (C) Except as provided in paragraph (E), below, the benefit under the Buyer Pension Plan of a GATT Grandfathered Participant, when expressed in the form of a lump sum, shall not be less than the benefit under the Buyer Pension Plan determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act. The method used to convert a GATT Grandfathered Participant's accrued benefit into a lump-sum amount under the Buyer Pension Plan after 1999 shall be not less favorable to a GATT Grandfathered Participant than the method used for similar purposes by the Seller Pension Plan. For purposes of this paragraph (c)(ii)(C), "GATT Grandfathered Participant" shall mean a Transferred Employee (x) with respect to whom liabilities are transferred pursuant to this subsection (c) and (y) who, taking service from Buyer into account as service with Seller, would have been eligible under the Seller Pension Plan, but for the transfer of liabilities pursuant to this subsection (c), to have his benefit under the Seller Pension Plan but who are not actively employed by Seller on the Closing Date, or whose employment is terminated by Seller on the Closing Date, and (when expressed in y) whose employment was principally associated with the form of a lump sum) determined without regard to Business. The Other Plan Participants are set forth on Schedule 7.9(d)(ii)-A, as the changes to Section 417 of same is amended by Seller on the IRC made by the Uruguay Round Agreements ActClosing Date.

Transfer of Liabilities. (iA) In accordance with the provisions of this Section 11.2.16.2(a), Buyer Purchaser shall cause the Buyer Purchaser Pension Plans to accept all liabilities for benefits under the Seller Pension Plans, whether or not vested, that would have been paid or payable (but for the transfer of assets and liabilities pursuant to this Section 11.2.16.2(a)) to or with respect to the Transferred Employees and Other Plan Participants under the terms of the Seller Pension Plans and that are Plans, including all liabilities for "Section 411(d)(6) protected benefits" (as defined by Section 411(d)(6) of the IRC Code and the regulations thereunder) that have accrued under the Seller Pension Plan Plans to or with respect to the Transferred Employees based on accredited service and compensation under the Seller Pension Plans Other Plan Participants as of the Closing Date. For a period Notwithstanding the foregoing, neither Purchaser nor the Purchaser Pension Plans shall assume such liabilities if Dynegy, Seller and the Seller Pension Plans do not comply in all material respects with the provisions of not less than five Section 6.2(a)(i) and (5) years after the Closing Date, and unless otherwise required to comply with applicable law or permitted by Section 11.1.2, Buyer iv). Purchaser shall not amend the Buyer Purchaser Pension Plans, or permit the Buyer Purchaser Pension Plans to be amended, to eliminate any benefitbenefit accrued as of the Closing, whether or not vested, with respect to which liabilities are transferred pursuant to the foregoing provisions of this subsection (iA), to the extent including any such benefit that is a "Section 411(d)(6) protected benefit" (as defined by Section 411(d)(6) of the IRC Code and the regulations thereunder), except to the extent permitted by applicable Law. On or before the Closing Date, Neither Dynegy nor Seller or an Affiliate thereof shall take any action to fully vest accelerate the vesting of Transferred Employees in their benefits (if any) under the Seller Pension Plans. Notwithstanding any other provision of this Agreement, the Seller Pension Plans shall continue to make all Benefit Payments to Other Plan Participants until both the Initial Transfer Amount and True-Up Amount have been transferred to the Purchaser Pension Plans. (AB) For purposes As soon as practicable after the Closing Date, Dynegy shall deliver to Purchaser a list reflecting each Transferred Employee's service and compensation under each of eligibility and vesting under the Buyer Seller Pension Plans, each Transferred Employee whose Employee's and Other Plan Participant's accrued benefit is transferred from a Seller Pension Plan to a Buyer Pension Plan shall be credited with service as of the Closing Date as determined under the terms of the Seller Pension Plan. The benefit under the Buyer Pension Plan for each Transferred Employee who, on the Closing Date, participates in the Seller Hourly Pension Plan by virtue of his or her coverage under a collective bargaining agreement, shall be calculated under terms of the Buyer Pension Plan that are substantially identical in all material respects to the terms of the Seller Hourly Pension Plan. The benefit for each Transferred Employee who, on the Closing Date, participates in the Seller Salaried Pension Plan, shall not be less than the greater of (x) the sum of the Transferred Employee's "Seller Pension" and "Buyer Pension," or (y) the Transferred Employee's "Total Service Pension," each as determined under the rules set forth in subsection (c)(iii) of this Section 11.2.1. (B) Except as provided in paragraph (E), below, each Transferred Employee who, thereunder as of the Closing Date, participates and a copy of each pending or formerly participated in final domestic relations order affecting the Seller Salaried Pension Plan and who, under the terms of the Seller Salaried Pension Plan, has at least 15 years of accredited service and combined years of age and accredited service of at least 74 as of the Closing Date shall be eligible, after the Transferred Employee's employment with the Buyer and its Affiliates is terminated and after the Transferred Employee's combined years of age and years of accredited service equal or exceed 76, to receive his or her "Seller Pension" (as determined under the rules set forth in subsection (c)(iii) of this Section 11. 2.1) as an immediate early retirement pension under the applicable Buyer Pension Plan in accordance with early retirement provisions that are no less favorable to the Transferred Employee than the early retirement provisions of the Seller Salaried Pension Plan as of the Closing Date. For a period of at least five (5) years following the Closing Date, the Buyer shall cause any agreement, pursuant to which the accrued benefit of any Transferred Employee under a Buyer Pension or Other Plan is transferred to another pension plan, to incorporate a provision in substance identical to this subsection (ii)( B)Participant. (C) Except as provided in paragraph (E), below, the benefit under the Buyer Pension Plan of a GATT Grandfathered Participant, when expressed in the form of a lump sum, shall not be less than the benefit under the Buyer Pension Plan determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act. The method used to convert a GATT Grandfathered Participant's accrued benefit into a lump-sum amount under the Buyer Pension Plan after 1999 shall be not less favorable to a GATT Grandfathered Participant than the method used for similar purposes by the Seller Pension Plan. For purposes of this paragraph (c)(ii)(C), "GATT Grandfathered Participant" shall mean a Transferred Employee (x) with respect to whom liabilities are transferred pursuant to this subsection (c) and (y) who, taking service from Buyer into account as service with Seller, would have been eligible under the Seller Pension Plan, but for the transfer of liabilities pursuant to this subsection (c), to have his benefit under the Seller Pension Plan (when expressed in the form of a lump sum) determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act.

Transfer of Liabilities. (i) In accordance with the provisions of this Section 11.2.1, Buyer shall cause the Buyer Pension Plans to accept all liabilities for benefits under the Seller Pension Plans, whether or not vested, that would have been paid or payable (but for the transfer of assets and liabilities pursuant to this Section 11.2.1) to or with respect to the Transferred Employees under the terms of the Seller Pension Plans and that are "Section 411(d)(6) protected benefits" (as defined by Section 411(d)(6) of the IRC and the regulations thereunder) that have accrued under the Seller Pension Plan to or with respect to the Transferred Employees based on accredited service and compensation under the Seller Pension Plans as of the Closing Date. For a period of not less than five (5) years after the Closing Date, and unless otherwise required to comply with applicable law or permitted by Section 11.1.2, Buyer shall not amend the Buyer Pension Plans, or permit the Buyer Pension Plans to be amended, to eliminate any benefit, whether or not vested, with respect to which liabilities are transferred pursuant to the foregoing provisions of this subsection (i), to the extent any such benefit is a "Section 411(d)(6) protected benefit" (as defined by Section 411(d)(6) of the IRC and the regulations thereunder). On or before the Closing Date, Seller or an Affiliate thereof shall take action to fully vest Transferred Employees in their benefits (if any) under the Seller Pension Plans. (A) For purposes of eligibility and vesting under the Buyer Pension Plans, each Transferred Employee whose accrued benefit is transferred from a Seller Pension Plan to a Buyer Pension Plan shall be credited with service as of the Closing Date as determined under the terms of the Seller Pension Plan. The benefit under the Buyer Pension Plan for each Transferred Employee who, on the Closing Date, participates in the Seller Hourly Pension Plan by virtue of his or her coverage under a collective bargaining agreement, shall be calculated under terms of the Buyer Pension Plan that are substantially identical in all material respects to the terms of the Seller Hourly Pension Plan. The benefit for each Transferred Employee who, on the Closing Date, participates in the Seller Salaried Pension Plan, shall not be less than the greater of (x) the sum of the Transferred Employee's "Seller Pension" and "Buyer Pension," or (y) the Transferred Employee's "Total Service Pension," each as determined under the rules set forth in subsection (c)(iii) of this Section 11.2.1. (B) Except as provided in paragraph (E), below, each Transferred Employee who, as of the Closing Date, participates or formerly participated in the Seller Salaried Pension Plan and who, under the terms of the Seller Salaried Pension Plan, has at least 15 years of accredited service and combined years of age and accredited service of at least 74 as of the Closing Date shall be eligible, after the Transferred Employee's employment with the Buyer and its Affiliates is terminated and after the Transferred Employee's combined years of age and years of accredited service equal or exceed 76, to receive his or her "Seller Pension" (as determined under the rules set forth in subsection (c)(iii) of this Section 11. 2.1) as an immediate early retirement pension under the applicable Buyer Pension Plan in accordance with early retirement provisions that are no less favorable to the Transferred Employee than the early retirement provisions of the Seller Salaried Pension Plan as of the Closing Date. For a period of at least five (5) years following the Closing Date, the Buyer shall cause any agreement, pursuant to which the accrued benefit of any Transferred Employee under a Buyer Pension Plan is transferred to another pension plan, to incorporate a provision in substance identical to this subsection (ii)( B). (C) Except as provided in paragraph (E), below, the benefit under the Buyer Pension Plan of a GATT Grandfathered Participant, when expressed in the form of a lump sum, shall not be less than the benefit under the Buyer Pension Plan determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act. The method used to convert a GATT Grandfathered Participant's accrued benefit into a lump-sum amount under the Buyer Pension Plan after 1999 shall be not less favorable to a GATT Grandfathered Participant than the method used for similar purposes by the Seller Pension Plan. For purposes of this paragraph (c)(ii)(C), "GATT Grandfathered Participant" shall mean a Transferred Employee (x) with respect to whom liabilities are transferred pursuant to this subsection (c) and (y) who, taking service from Buyer into account as service with Seller, would have been eligible under the Seller Pension Plan, but for the transfer of liabilities pursuant to this subsection (c), to have his benefit under the Seller Pension Plan (when expressed in the form of a lump sum) determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act.

Transfer of Liabilities. (iA) In accordance with the provisions of this Section 11.2.16.2(a), Buyer Purchaser shall cause the Buyer Purchaser Pension Plans to accept all liabilities for benefits under the Seller Pension Plans, whether or not vested, that would have been paid or payable (but for the transfer of assets and liabilities pursuant to this Section 11.2.16.2(a)) to or with respect to the Transferred Employees and Other Plan Participants under the terms of the Seller Pension Plans and that are "Plans, including all liabilities for “Section 411(d)(6) protected benefits" ” (as defined by Section 411(d)(6) of the IRC Code and the regulations thereunder) that have accrued under the Seller Pension Plan Plans to or with respect to the Transferred Employees based on accredited service and compensation under the Seller Pension Plans Other Plan Participants as of the Closing Date. For a period Notwithstanding the foregoing, neither Purchaser nor the Purchaser Pension Plans shall assume such liabilities if Dynegy, Seller and the Seller Pension Plans do not comply in all material respects with the provisions of not less than five Section 6.2(a)(i) and (5) years after the Closing Date, and unless otherwise required to comply with applicable law or permitted by Section 11.1.2, Buyer iv). Purchaser shall not amend the Buyer Purchaser Pension Plans, or permit the Buyer Purchaser Pension Plans to be amended, to eliminate any benefitbenefit accrued as of the Closing, whether or not vested, with respect to which liabilities are transferred pursuant to the foregoing provisions of this subsection (iA), to the extent including any such benefit that is a "“Section 411(d)(6) protected benefit" ” (as defined by Section 411(d)(6) of the IRC Code and the regulations thereunder), except to the extent permitted by applicable Law. On or before the Closing Date, Neither Dynegy nor Seller or an Affiliate thereof shall take any action to fully vest accelerate the vesting of Transferred Employees in their benefits (if any) under the Seller Pension Plans. Notwithstanding any other provision of this Agreement, the Seller Pension Plans shall continue to make all Benefit Payments to Other Plan Participants until both the Initial Transfer Amount and True-Up Amount have been transferred to the Purchaser Pension Plans. (AB) For purposes As soon as practicable after the Closing Date, Dynegy shall deliver to Purchaser a list reflecting each Transferred Employee’s service and compensation under each of eligibility and vesting under the Buyer Seller Pension Plans, each Transferred Employee whose Employee’s and Other Plan Participant’s accrued benefit is transferred from a Seller Pension Plan to a Buyer Pension Plan shall be credited with service as of the Closing Date as determined under the terms of the Seller Pension Plan. The benefit under the Buyer Pension Plan for each Transferred Employee who, on the Closing Date, participates in the Seller Hourly Pension Plan by virtue of his or her coverage under a collective bargaining agreement, shall be calculated under terms of the Buyer Pension Plan that are substantially identical in all material respects to the terms of the Seller Hourly Pension Plan. The benefit for each Transferred Employee who, on the Closing Date, participates in the Seller Salaried Pension Plan, shall not be less than the greater of (x) the sum of the Transferred Employee's "Seller Pension" and "Buyer Pension," or (y) the Transferred Employee's "Total Service Pension," each as determined under the rules set forth in subsection (c)(iii) of this Section 11.2.1. (B) Except as provided in paragraph (E), below, each Transferred Employee who, thereunder as of the Closing Date, participates and a copy of each pending or formerly participated in final domestic relations order affecting the Seller Salaried Pension Plan and who, under the terms of the Seller Salaried Pension Plan, has at least 15 years of accredited service and combined years of age and accredited service of at least 74 as of the Closing Date shall be eligible, after the Transferred Employee's employment with the Buyer and its Affiliates is terminated and after the Transferred Employee's combined years of age and years of accredited service equal or exceed 76, to receive his or her "Seller Pension" (as determined under the rules set forth in subsection (c)(iii) of this Section 11. 2.1) as an immediate early retirement pension under the applicable Buyer Pension Plan in accordance with early retirement provisions that are no less favorable to the Transferred Employee than the early retirement provisions of the Seller Salaried Pension Plan as of the Closing Date. For a period of at least five (5) years following the Closing Date, the Buyer shall cause any agreement, pursuant to which the accrued benefit of any Transferred Employee under a Buyer Pension or Other Plan is transferred to another pension plan, to incorporate a provision in substance identical to this subsection (ii)( B)Participant. (C) Except as provided in paragraph (E), below, the benefit under the Buyer Pension Plan of a GATT Grandfathered Participant, when expressed in the form of a lump sum, shall not be less than the benefit under the Buyer Pension Plan determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act. The method used to convert a GATT Grandfathered Participant's accrued benefit into a lump-sum amount under the Buyer Pension Plan after 1999 shall be not less favorable to a GATT Grandfathered Participant than the method used for similar purposes by the Seller Pension Plan. For purposes of this paragraph (c)(ii)(C), "GATT Grandfathered Participant" shall mean a Transferred Employee (x) with respect to whom liabilities are transferred pursuant to this subsection (c) and (y) who, taking service from Buyer into account as service with Seller, would have been eligible under the Seller Pension Plan, but for the transfer of liabilities pursuant to this subsection (c), to have his benefit under the Seller Pension Plan (when expressed in the form of a lump sum) determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act.

Transfer of Liabilities. (i) In accordance with the provisions of this Section 11.2.1, Buyer shall cause the Buyer Pension Plans to accept all liabilities for benefits under the Seller Pension Plans, whether or not vested, that would have been paid or payable (but for the transfer of assets and liabilities pursuant to this Section 11.2.1) to or with respect to the Transferred Employees under the terms of the Seller Seller's Pension Plans and that are Plans, including, but not limited to, all liabilities for "Section 411(d)(6) protected benefits" (as defined by Section 411(d)(6) of the IRC and the regulations thereunder) that have accrued under the Seller Seller's Pension Plan Plans to or with respect to the Transferred Employees based on accredited service and compensation under the Seller Seller's Pension Plans as of the Closing Date. For a period of not less than five (5) years after the Closing Date, and unless otherwise required to comply with applicable law or permitted by Section 11.1.2, Buyer shall not amend the Buyer Pension Plans, or permit the Buyer Pension Plans to be amended, to eliminate any benefit, whether or not vested, with respect to which liabilities are transferred pursuant to the foregoing provisions of this subsection (i), to the extent any such benefit that is a "Section 411(d)(6) protected benefit" (as defined by Section 411(d)(6) of the IRC and the regulations thereunder). On or before the Closing Date, Seller or an Affiliate thereof shall may, in its sole discretion on or prior to the transfer of liabilities, take action to fully vest Transferred Employees in their its benefits (if any) under the Seller Seller's Pension Plans. (A) For purposes of eligibility and vesting under the Buyer Pension Plans, each Transferred Employee whose accrued benefit is transferred from a Seller Seller's Pension Plan to a Buyer Pension Plan shall be credited with service and compensation as of the Closing Date as determined under the terms of the Seller Seller's Pension Plan. The benefit under the Buyer Pension Plan for each Transferred Employee who, on the Closing Date, participates in the Seller Seller's Hourly Pension Plan by virtue of his or her coverage under a collective bargaining agreementPlan, shall be calculated under terms of the Buyer Pension Plan that are substantially identical in all material respects to the terms of the Seller Seller's Hourly Pension Plan. The benefit for each Transferred Employee who, on the Closing Date, participates in the Seller Seller's Salaried Pension Plan, shall not be less than the greater of (x) the sum of the Transferred Employee's "Seller Seller's Pension" and "Buyer Pension," or (y) the Transferred Employee's "Total Service Pension," each as determined under the rules set forth in subsection (c)(iiic)(iii)(B) of this Section 11.2.1. (B) Except as provided in paragraph (E), below, each Transferred Employee who, as of the Closing Date, participates or formerly participated in the Seller Salaried Pension Plan and who, under the terms of the Seller Salaried Pension Plan, has at least 15 years of accredited service and combined years of age and accredited service of at least 74 as of the Closing Date shall be eligible, after the Transferred Employee's employment with the Buyer and its Affiliates is terminated and after the Transferred Employee's combined years of age and years of accredited service equal or exceed 76, to receive his or her "Seller Pension" (as determined under the rules set forth in subsection (c)(iii) of this Section 11. 2.1) as an immediate early retirement pension under the applicable Buyer Pension Plan in accordance with early retirement provisions that are no less favorable to the Transferred Employee than the early retirement provisions of the Seller Salaried Pension Plan as of the Closing Date. For a period of at least five (5) years following the Closing Date, the Buyer shall cause any agreement, pursuant to which the accrued benefit of any Transferred Employee under a Buyer Pension Plan is transferred to another pension plan, to incorporate a provision in substance identical to this subsection (ii)( B). (C) Except as provided in paragraph (E), below, the benefit under the Buyer Pension Plan of a GATT Grandfathered Participant, when expressed in the form of a lump sum, shall not be less than the benefit under the Buyer Pension Plan determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act. The method used to convert a GATT Grandfathered Participant's accrued benefit into a lump-sum amount under the Buyer Pension Plan after 1999 shall be not less favorable to a GATT Grandfathered Participant than the method used for similar purposes by the Seller Pension Plan. For purposes of this paragraph (c)(ii)(C), "GATT Grandfathered Participant" shall mean a Transferred Employee (x) with respect to whom liabilities are transferred pursuant to this subsection (c) and (y) who, taking service from Buyer into account as service with Seller, would have been eligible under the Seller Pension Plan, but for the transfer of liabilities pursuant to this subsection (c), to have his benefit under the Seller Pension Plan (when expressed in the form of a lump sum) determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act.

Transfer of Liabilities. (iA) In accordance with the provisions of this Section 11.2.16.2(a), Buyer Purchaser shall cause the Buyer Purchaser Pension Plans to accept all liabilities for benefits under the Seller Pension Plans, whether or not vested, that would have been paid or payable (but for the transfer of assets and liabilities pursuant to this Section 11.2.16.2(a)) to or with respect to the Transferred Employees and Other Plan Participants under the terms of the Seller Pension Plans and that are "Plans, including all liabilities for “Section 411(d)(6) protected benefits" ” (as defined by Section 411(d)(6) of the IRC Code and the regulations thereunder) that have accrued under the Seller Pension Plan Plans to or with respect to the Transferred Employees based on accredited service and compensation under the Seller Pension Plans Other Plan Par- ticipants as of the Closing Date. For a period Notwithstanding the foregoing, neither Purchaser nor the Purchaser Pension Plans shall assume such liabilities if Dynegy, Seller and the Seller Pension Plans do not comply in all material respects with the provisions of not less than five Section 6.2(a)(i) and (5) years after the Closing Date, and unless otherwise required to comply with applicable law or permitted by Section 11.1.2, Buyer iv). Purchaser shall not amend the Buyer Purchaser Pension Plans, or permit the Buyer Purchaser Pension Plans to be amended, to eliminate any benefitbenefit accrued as of the Clos- ing, whether or not vested, with respect to which liabilities are transferred pursuant to the foregoing provisions of this subsection (iA), to the extent including any such benefit that is a "“Section 411(d)(6) protected benefit" ” (as defined by Section 411(d)(6) of the IRC Code and the regulations thereunder), except to the extent permitted by applicable Law. On or before the Closing Date, Neither Dynegy nor Seller or an Affiliate thereof shall take any action to fully vest accelerate the vesting of Transferred Employees in their benefits (if any) under the Seller Pension Plans. Notwithstanding any other provision of this Agreement, the Seller Pension Plans shall continue to make all Benefit Payments to Other Plan Participants until both the Initial Transfer Amount and True-Up Amount have been transferred to the Purchaser Pension Plans. (AB) For purposes As soon as practicable after the Closing Date, Dynegy shall deliver to Pur- chaser a list reflecting each Transferred Employee’s service and compensation under each of eligibility and vesting under the Buyer Seller Pension Plans, each Transferred Employee whose Employee’s and Other Plan Partici- pant’s accrued benefit is transferred from a Seller Pension Plan to a Buyer Pension Plan shall be credited with service as of the Closing Date as determined under the terms of the Seller Pension Plan. The benefit under the Buyer Pension Plan for each Transferred Employee who, on the Closing Date, participates in the Seller Hourly Pension Plan by virtue of his or her coverage under a collective bargaining agreement, shall be calculated under terms of the Buyer Pension Plan that are substantially identical in all material respects to the terms of the Seller Hourly Pension Plan. The benefit for each Transferred Employee who, on the Closing Date, participates in the Seller Salaried Pension Plan, shall not be less than the greater of (x) the sum of the Transferred Employee's "Seller Pension" and "Buyer Pension," or (y) the Transferred Employee's "Total Service Pension," each as determined under the rules set forth in subsection (c)(iii) of this Section 11.2.1. (B) Except as provided in paragraph (E), below, each Transferred Employee who, thereunder as of the Closing Date, participates and a copy of each pending or formerly participated in final domestic relations order affecting the Seller Salaried Pension Plan and who, under the terms of the Seller Salaried Pension Plan, has at least 15 years of accredited service and combined years of age and accredited service of at least 74 as of the Closing Date shall be eligible, after the Transferred Employee's employment with the Buyer and its Affiliates is terminated and after the Transferred Employee's combined years of age and years of accredited service equal or exceed 76, to receive his or her "Seller Pension" (as determined under the rules set forth in subsection (c)(iii) of this Section 11. 2.1) as an immediate early retirement pension under the applicable Buyer Pension Plan in accordance with early retirement provisions that are no less favorable to the Transferred Employee than the early retirement provisions of the Seller Salaried Pension Plan as of the Closing Date. For a period of at least five (5) years following the Closing Date, the Buyer shall cause any agreement, pursuant to which the accrued benefit of any Transferred Employee under a Buyer Pension or Other Plan is transferred to another pension plan, to incorporate a provision in substance identical to this subsection (ii)( B)Participant. (C) Except as provided in paragraph (E), below, the benefit under the Buyer Pension Plan of a GATT Grandfathered Participant, when expressed in the form of a lump sum, shall not be less than the benefit under the Buyer Pension Plan determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act. The method used to convert a GATT Grandfathered Participant's accrued benefit into a lump-sum amount under the Buyer Pension Plan after 1999 shall be not less favorable to a GATT Grandfathered Participant than the method used for similar purposes by the Seller Pension Plan. For purposes of this paragraph (c)(ii)(C), "GATT Grandfathered Participant" shall mean a Transferred Employee (x) with respect to whom liabilities are transferred pursuant to this subsection (c) and (y) who, taking service from Buyer into account as service with Seller, would have been eligible under the Seller Pension Plan, but for the transfer of liabilities pursuant to this subsection (c), to have his benefit under the Seller Pension Plan (when expressed in the form of a lump sum) determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act.

Transfer of Liabilities. Without prejudice to the generality of Clause 18 above, all the liabilities of the Cable Business Undertaking, the ISP Business Undertaking and the Digital Business Undertaking shall stand transferred to and vested in the Cable Co, the ISP Co and the Digital Co, respectively, in the following manner: (ia) In accordance all the liabilities pertaining to the Cable Business Undertaking, the ISP Business Undertaking and the Digital Business Undertaking shall, to the extent they are outstanding on the Effective Date, without any further act or deed become liabilities of the Cable Co, the ISP Co and the Digital Co respectively and all rights, powers, duties and obligations in relation thereto shall stand transferred to, vested in, and shall be exercised by or against the Cable Co, the ISP Co or the Digital Co, as the case may be, as if they have incurred such liabilities; (b) the liabilities not related to the Cable Business Undertaking, the ISP Business Undertaking and the Digital Business Undertaking shall remain liabilities of Network18; (c) without prejudice to the provisions of the foregoing Clauses, all such other deeds, instruments, documents and/or writings shall be executed/entered into and/or all such acts and deeds shall be undertaken as may be required, including the filing of necessary particulars and/or modification(s) of charge, with the applicable registrar of companies to give formal effect to the provisions of this Section 11.2.1Clause, Buyer shall cause if required; (d) it is expressly clarified that, save as mentioned in this Scheme, no other terms or conditions of the Buyer Pension Plans to accept all liabilities for benefits under of the Seller Pension PlansCable Business Undertaking, whether or not vested, that would have been paid or payable (but for the transfer ISP Business Undertaking and the Digital Business Undertaking are modified by virtue of assets and liabilities pursuant to this Section 11.2.1) to or with respect Scheme except to the Transferred Employees under extent that such amendment is required by necessary implication; and (e) subject to the necessary consents being obtained, if required, in accordance with the terms of this Scheme, the Seller Pension Plans and that are "Section 411(d)(6) protected benefits" (as defined by Section 411(d)(6) of the IRC and the regulations thereunder) that have accrued under the Seller Pension Plan to or with respect to the Transferred Employees based on accredited service and compensation under the Seller Pension Plans as of the Closing Date. For a period of not less than five (5) years after the Closing Date, and unless otherwise required to comply with applicable law or permitted by Section 11.1.2, Buyer shall not amend the Buyer Pension Plans, or permit the Buyer Pension Plans to be amended, to eliminate any benefit, whether or not vested, with respect to which liabilities are transferred pursuant to the foregoing provisions of this subsection (i)Clause shall operate, notwithstanding anything to the extent contrary contained in any such benefit is a "Section 411(d)(6) protected benefit" (as defined by Section 411(d)(6) of the IRC and the regulations thereunder). On instrument, deed or before the Closing Date, Seller writing or an Affiliate thereof shall take action to fully vest Transferred Employees in their benefits (if any) under the Seller Pension Plans. (A) For purposes of eligibility and vesting under the Buyer Pension Plans, each Transferred Employee whose accrued benefit is transferred from a Seller Pension Plan to a Buyer Pension Plan shall be credited with service as of the Closing Date as determined under the terms of the Seller Pension Plan. The benefit under the Buyer Pension Plan for each Transferred Employee whosanction or issue or any security document, on the Closing Dateall of which instruments, participates in the Seller Hourly Pension Plan by virtue of his or her coverage under a collective bargaining agreementdeeds, shall be calculated under terms of the Buyer Pension Plan that are substantially identical in all material respects to and writings and the terms of the Seller Hourly Pension Plan. The benefit for each Transferred Employee who, on the Closing Date, participates in the Seller Salaried Pension Plan, shall not be less than the greater of (x) the sum of the Transferred Employee's "Seller Pension" and "Buyer Pension," sanction or (y) the Transferred Employee's "Total Service Pension," each as determined under the rules set forth in subsection (c)(iii) of this Section 11.2.1. (B) Except as provided in paragraph (E), below, each Transferred Employee who, as of the Closing Date, participates or formerly participated in the Seller Salaried Pension Plan and who, under the terms of the Seller Salaried Pension Plan, has at least 15 years of accredited service and combined years of age and accredited service of at least 74 as of the Closing Date shall be eligible, after the Transferred Employee's employment with the Buyer and its Affiliates is terminated and after the Transferred Employee's combined years of age and years of accredited service equal or exceed 76, to receive his or her "Seller Pension" (as determined under the rules set forth in subsection (c)(iii) of this Section 11. 2.1) as an immediate early retirement pension under the applicable Buyer Pension Plan in accordance with early retirement provisions that are no less favorable to the Transferred Employee than the early retirement provisions of the Seller Salaried Pension Plan as of the Closing Date. For a period of at least five (5) years following the Closing Date, the Buyer shall cause any agreement, pursuant to which the accrued benefit issue of any Transferred Employee under a Buyer Pension Plan is transferred to another pension plan, to incorporate a provision in substance identical to this subsection (ii)( B). (C) Except as provided in paragraph (E), below, the benefit under the Buyer Pension Plan of a GATT Grandfathered Participant, when expressed in the form of a lump sum, security document shall not be less than the benefit under the Buyer Pension Plan determined without regard to the changes to Section 417 of the IRC made stand modified and / or superseded by the Uruguay Round Agreements Act. The method used to convert a GATT Grandfathered Participant's accrued benefit into a lump-sum amount under the Buyer Pension Plan after 1999 shall be not less favorable to a GATT Grandfathered Participant than the method used for similar purposes by the Seller Pension Plan. For purposes of this paragraph (c)(ii)(C), "GATT Grandfathered Participant" shall mean a Transferred Employee (x) with respect to whom liabilities are transferred pursuant to this subsection (c) and (y) who, taking service from Buyer into account as service with Seller, would have been eligible under the Seller Pension Plan, but for the transfer of liabilities pursuant to this subsection (c), to have his benefit under the Seller Pension Plan (when expressed in the form of a lump sum) determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Actforegoing provisions.

Transfer of Liabilities. (i) In accordance with the provisions of this Section 11.2.1, Buyer shall cause the Buyer Pension Plans to accept all liabilities for benefits under the Seller Seller's Pension Plans, whether or not vested, that would have been paid or payable (but for the transfer of assets and liabilities pursuant to this Section 11.2.1) to or with respect to the Transferred Employees under the terms of the Seller Seller's Pension Plans and that are Plans, including, but not limited to, all liabilities for "Section 411(d)(6) protected benefits" (as defined by Section 411(d)(6) of the IRC and the regulations thereunder) that have accrued under the Seller Seller's Pension Plan Plans to or with respect to the Transferred Employees based on accredited service and compensation under the Seller Seller's Pension Plans as of the Closing Date. For a period of not less than five (5) years after the Closing Date, and unless otherwise required to comply with applicable law or permitted by Section 11.1.2, Buyer shall not amend the Buyer Pension Plans, or permit the Buyer Pension Plans to be amended, to eliminate any benefit, whether or not vested, with respect to which liabilities are transferred pursuant to the foregoing provisions of this subsection (i), to the extent any such benefit that is a "Section 411(d)(6) protected benefit" (as defined by Section 411(d)(6) of the IRC and the regulations thereunder). On or before the Closing Date, Seller or an Affiliate thereof shall may, in its sole discretion on or prior to the transfer of liabilities, take action to fully vest Transferred Employees in their benefits (if any) under the Seller Seller's Pension Plans. (A) For purposes of eligibility and vesting under the Buyer Pension Plans, each Transferred Employee whose accrued benefit is transferred from a Seller Seller's Pension Plan to a Buyer Pension Plan shall be credited with service and compensation as of the Closing Date as determined under the terms of the Seller Seller's Pension Plan. The benefit under the Buyer Pension Plan for each Transferred Employee who, on the Closing Date, participates in the Seller Seller's Hourly Pension Plan by virtue of his or her coverage under a collective bargaining agreementPlan, shall be calculated under terms of the Buyer Pension Plan that are substantially identical in all material respects to the terms of the Seller Seller's Hourly Pension Plan. The benefit for each Transferred Employee who, on the Closing Date, participates in the Seller Seller's Salaried Pension Plan, shall not be less than the greater of (x) the sum of the Transferred Employee's "Seller Seller's Pension" and "Buyer Pension," or (y) the Transferred Employee's "Total Service Pension," each as determined under the rules set forth in subsection (c)(iiic)(iii)(B) of this Section 11.2.1. (B) Except as provided in paragraph (E), below, each Transferred Employee who, as of the Closing Date, participates or formerly participated in the Seller Salaried Pension Plan and who, under the terms of the Seller Salaried Pension Plan, has at least 15 years of accredited service and combined years of age and accredited service of at least 74 as of the Closing Date shall be eligible, after the Transferred Employee's employment with the Buyer and its Affiliates is terminated and after the Transferred Employee's combined years of age and years of accredited service equal or exceed 76, to receive his or her "Seller Pension" (as determined under the rules set forth in subsection (c)(iii) of this Section 11. 2.1) as an immediate early retirement pension under the applicable Buyer Pension Plan in accordance with early retirement provisions that are no less favorable to the Transferred Employee than the early retirement provisions of the Seller Salaried Pension Plan as of the Closing Date. For a period of at least five (5) years following the Closing Date, the Buyer shall cause any agreement, pursuant to which the accrued benefit of any Transferred Employee under a Buyer Pension Plan is transferred to another pension plan, to incorporate a provision in substance identical to this subsection (ii)( B). (C) Except as provided in paragraph (E), below, the benefit under the Buyer Pension Plan of a GATT Grandfathered Participant, when expressed in the form of a lump sum, shall not be less than the benefit under the Buyer Pension Plan determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act. The method used to convert a GATT Grandfathered Participant's accrued benefit into a lump-sum amount under the Buyer Pension Plan after 1999 shall be not less favorable to a GATT Grandfathered Participant than the method used for similar purposes by the Seller Pension Plan. For purposes of this paragraph (c)(ii)(C), "GATT Grandfathered Participant" shall mean a Transferred Employee (x) with respect to whom liabilities are transferred pursuant to this subsection (c) and (y) who, taking service from Buyer into account as service with Seller, would have been eligible under the Seller Pension Plan, but for the transfer of liabilities pursuant to this subsection (c), to have his benefit under the Seller Pension Plan (when expressed in the form of a lump sum) determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act.

Transfer of Liabilities. (ia) In accordance with As of the provisions of this Section 11.2.1Closing Date, Buyer shall will cause the a Buyer Pension Plans Plan to accept all the liabilities for benefits under the Seller Pension Plans, whether or not vested, Plan that would have been paid or payable (but for the transfer of assets and liabilities pursuant to this Section 11.2.1Paragraph A) to or with respect to the Transferred Employees and Other Plan Participants (as defined below), and Buyer will become, with respect to each Transferred Employee and Other Plan Participant, responsible for all benefits due under the Seller Pension Plan. Buyer is assuming only the obligation to provide benefits in the amount determined in accordance with the terms of the Seller Pension Plans Plan, and Buyer is not assuming any other liability or obligation that are "Section 411(d)(6Seller or an ERISA Affiliate of Seller might have or incur with respect to the Seller Pension Plan, including liability (if any) protected benefits" (as defined by Section 411(d)(6) for breaches of fiduciary duty or other penalty or excise Tax amounts. Seller will not, and Parent will not permit Seller’s successor to, take any action to fully vest the IRC and the regulations thereunder) that have Business Employees in their accrued benefits under the Seller Pension Plan to or Plan; provided that any vesting of Business Employees in such accrued benefits in the ordinary course in accordance with respect to the Transferred Employees based on accredited service and compensation under the Seller Pension Plans Plan as in effect on the date hereof shall not be deemed a violation of the Closing Datethis Paragraph A(1). For a period of not less than five (5) years after the Closing Date, and unless otherwise required to comply with applicable law or permitted by Section 11.1.2, Buyer shall will not amend the Buyer Pension PlansPlan, or permit the Buyer Pension Plans Plan to be amended, to eliminate any benefitbenefit accrued as of the Closing Date, whether or not vested, with respect to which liabilities are transferred pursuant to this Paragraph A; provided that Buyer may amend the foregoing provisions Buyer Pension Plan or permit the Buyer Pension Plan to be amended to eliminate an optional form of this subsection (i), distribution to the extent any that such benefit action is a "Section 411(d)(6) protected benefit" (as defined by Section consistent with applicable Law, including the regulations under section 411(d)(6) of the IRC and the regulations thereunder)Code. On or before the Closing DateNotwithstanding any other provision of this Agreement, Seller will, or an Affiliate thereof shall take action Parent will cause Seller’s successor to, cause the Seller Pension Plan to fully vest continue to make all benefit payments to Transferred Employees in their benefits (if any) and Other Plan Participants due under the Seller Pension Plans. (A) For purposes of eligibility Plan until both the Initial Transfer Amount and vesting under the True-Up Amount have been transferred to the Buyer Pension PlansPlan, each Transferred Employee whose accrued benefit is transferred from a Seller Pension Plan to a following which transfer the Buyer Pension Plan shall be credited with service as make all benefit payments to or in respect of the Closing Date as determined under the terms of the Seller Pension PlanTransferred Employees and Other Plan Participants. The benefit under the Buyer Pension “Other Plan for each Transferred Employee who, on the Closing Date, participates in the Seller Hourly Pension Plan by virtue of his or her coverage under a collective bargaining agreement, shall be calculated under terms of the Buyer Pension Plan that are substantially identical in all material respects to the terms of the Seller Hourly Pension Plan. The benefit for each Transferred Employee who, on the Closing Date, participates in the Seller Salaried Pension Plan, shall not be less than the greater of Participants” means any individuals (x) the sum of the Transferred Employee's "Seller Pension" and "Buyer Pension," or (y) the Transferred Employee's "Total Service Pension," each as determined under the rules set forth in subsection (c)(iii) of this Section 11.2.1. (B) Except as provided in paragraph (E), below, each Transferred Employee who, as of the Closing Date, participates or formerly participated in the Seller Salaried Pension Plan and who, under the terms of the Seller Salaried Pension Plan, has at least 15 years of accredited service and combined years of age and accredited service of at least 74 as of the Closing Date shall be eligible, after the Transferred Employee's employment with the Buyer and its Affiliates is terminated and after the Transferred Employee's combined years of age and years of accredited service equal or exceed 76, to receive his or her "Seller Pension" (as determined under the rules set forth in subsection (c)(iii) of this Section 11. 2.1) as who have an immediate early retirement pension under the applicable Buyer Pension Plan in accordance with early retirement provisions that are no less favorable to the Transferred Employee than the early retirement provisions of the Seller Salaried Pension Plan as of the Closing Date. For a period of at least five (5) years following the Closing Date, the Buyer shall cause any agreement, pursuant to which the accrued benefit of any Transferred Employee under a Buyer Pension Plan is transferred to another pension plan, to incorporate a provision in substance identical to this subsection (ii)( B). (C) Except as provided in paragraph (E), below, the benefit under the Buyer Pension Plan of a GATT Grandfathered Participant, when expressed in the form of a lump sum, shall not be less than the benefit under the Buyer Pension Plan determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act. The method used to convert a GATT Grandfathered Participant's accrued benefit into a lump-sum amount under the Buyer Pension Plan after 1999 shall be not less favorable to a GATT Grandfathered Participant than the method used for similar purposes by the Seller Pension Plan. For purposes of this paragraph (c)(ii)(C), "GATT Grandfathered Participant" shall mean a Transferred Employee (x) with respect to whom liabilities are transferred pursuant to this subsection (c) and (y) who, taking service from Buyer into account as service with Seller, would have been eligible under the Seller Pension Plan, but for the transfer of liabilities pursuant to this subsection (c), to have his benefit under the Seller Pension Plan but who are not actively employed by Seller on the Closing Date, or whose employment is terminated by Seller on the Closing Date, and (when expressed in y) whose employment was principally associated with the form Business, all of a lump sum) determined without regard to whom are listed on Schedule 8.8(d)(ii)-A, or will be listed on such Schedule as the changes to Section 417 of same is amended by Seller, with Buyer’s and Parent’s consent, on the IRC made by the Uruguay Round Agreements ActClosing Date.

Transfer of Liabilities. (ia) In All debts, liabilities, duties and obligations of Greenply relating to the Demerged Undertaking as on the close of business on the day immediately preceding the Appointed Date and as appearing in the books of account of Greenply in relation to the Demerged Undertaking, including proportionate amount of general and multipurpose borrowings determined in accordance with section 2(19AA) of the Income Tax Act, 1961 shall also be transferred or shall deemed to be transferred to Greenlam, without any further act or deed, pursuant to the provisions of section 394(2) of the Act, so as to become the debts, liabilities, duties and obligations of Greenlam. (b) The transfer and vesting of the Demerged Undertaking, as aforesaid, shall be subject to the existing charges, mortgages and encumbrances, if any, over the assets or any part thereof which are subsisting on transfer of such assets to Greenlam and relating to the liabilities of the Demerged Undertaking which are also transferred to Greenlam. The assets transferred shall stand free from all other charges, mortgages and encumbrances. It is clarified and provided that such charges, mortgages and/or encumbrances shall not extend over or apply to any other asset(s) of Greenlam and any reference in any security documents or arrangements (to which Greenply is a party) to any assets of Greenply shall be so construed to the end and intent that such security shall not extend, nor be deemed to extend, to any of the other asset(s) of Greenlam. Greenlam shall also not be required to create any additional security over the assets of the Demerged Undertaking acquired by it under this Scheme for any loans, debentures, deposits or other financial assistance already availed/to be availed by Greenply up to the Effective Date, and the charges, mortgages, and/or encumbrances in respect of such indebtedness of Greenply shall not extend or be deemed to extend or apply to the assets of Demerged Undertaking so acquired by Greenlam. It is further clarified and provided that the transfer of the Demerged Undertaking to Greenlam shall not affect the subsisting charges, mortgages and encumbrances over the Retained Undertaking or any part thereof and such charges, mortgages and encumbrances shall continue to be applicable in respect of such Retained Undertaking save and except that such Retained Undertaking shall stand freed from all charges, mortgages and encumbrances relating to liabilities relating to Demerged Undertaking and which are transferred to Greenlam. Further, Greenlam may at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required, under any law or otherwise, execute deeds of this Section 11.2.1confirmation, Buyer shall cause in favor of any of the Buyer Pension Plans to accept all liabilities for benefits under the Seller Pension Plans, whether or not vested, that would have been paid or payable (but for the transfer creditors of assets and liabilities pursuant to this Section 11.2.1) to or with respect Greenply pertaining to the Transferred Employees under the terms of the Seller Pension Plans and that are "Section 411(d)(6) protected benefits" (Demerged Undertaking or to any other party to any contract or arrangement to which Greenply is a party to, or any writings as defined by Section 411(d)(6) of the IRC and the regulations thereunder) that have accrued under the Seller Pension Plan may be necessary to or with respect be executed in order to give formal effect to the Transferred Employees based on accredited service and compensation under the Seller Pension Plans as of the Closing Date. For a period of not less than five (5) years after the Closing Date, and unless otherwise required to comply with applicable law or permitted by Section 11.1.2, Buyer shall not amend the Buyer Pension Plans, or permit the Buyer Pension Plans to be amended, to eliminate any benefit, whether or not vested, with respect to which liabilities are transferred pursuant to the foregoing provisions of this subsection (i), to the extent any such benefit is a "Section 411(d)(6) protected benefit" (as defined by Section 411(d)(6) of the IRC and the regulations thereunder). On or before the Closing Date, Seller or an Affiliate thereof shall take action to fully vest Transferred Employees in their benefits (if any) under the Seller Pension Plansaforesaid provisions. (A) For purposes of eligibility and vesting under the Buyer Pension Plans, each Transferred Employee whose accrued benefit is transferred from a Seller Pension Plan to a Buyer Pension Plan shall be credited with service as of the Closing Date as determined under the terms of the Seller Pension Plan. The benefit under the Buyer Pension Plan for each Transferred Employee who, on the Closing Date, participates in the Seller Hourly Pension Plan by virtue of his or her coverage under a collective bargaining agreement, shall be calculated under terms of the Buyer Pension Plan that are substantially identical in all material respects to the terms of the Seller Hourly Pension Plan. The benefit for each Transferred Employee who, on the Closing Date, participates in the Seller Salaried Pension Plan, shall not be less than the greater of (x) the sum of the Transferred Employee's "Seller Pension" and "Buyer Pension," or (y) the Transferred Employee's "Total Service Pension," each as determined under the rules set forth in subsection (c)(iii) of this Section 11.2.1. (B) Except as provided in paragraph (E), below, each Transferred Employee who, as of the Closing Date, participates or formerly participated in the Seller Salaried Pension Plan and who, under the terms of the Seller Salaried Pension Plan, has at least 15 years of accredited service and combined years of age and accredited service of at least 74 as of the Closing Date shall be eligible, after the Transferred Employee's employment with the Buyer and its Affiliates is terminated and after the Transferred Employee's combined years of age and years of accredited service equal or exceed 76, to receive his or her "Seller Pension" (as determined under the rules set forth in subsection (c)(iii) of this Section 11. 2.1) as an immediate early retirement pension under the applicable Buyer Pension Plan in accordance with early retirement provisions that are no less favorable to the Transferred Employee than the early retirement provisions of the Seller Salaried Pension Plan as of the Closing Date. For a period of at least five (5) years following the Closing Date, the Buyer shall cause any agreement, pursuant to which the accrued benefit of any Transferred Employee under a Buyer Pension Plan is transferred to another pension plan, to incorporate a provision in substance identical to this subsection (ii)( B). (C) Except as provided in paragraph (E), below, the benefit under the Buyer Pension Plan of a GATT Grandfathered Participant, when expressed in the form of a lump sum, shall not be less than the benefit under the Buyer Pension Plan determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act. The method used to convert a GATT Grandfathered Participant's accrued benefit into a lump-sum amount under the Buyer Pension Plan after 1999 shall be not less favorable to a GATT Grandfathered Participant than the method used for similar purposes by the Seller Pension Plan. For purposes of this paragraph (c)(ii)(C), "GATT Grandfathered Participant" shall mean a Transferred Employee (x) with respect to whom liabilities are transferred pursuant to this subsection (c) and (y) who, taking service from Buyer into account as service with Seller, would have been eligible under the Seller Pension Plan, but for the transfer of liabilities pursuant to this subsection (c), to have his benefit under the Seller Pension Plan (when expressed in the form of a lump sum) determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act.

Transfer of Liabilities. (i) In accordance with the provisions of this Section 11.2.1, Buyer shall cause the Buyer Pension Plans to accept all liabilities for benefits under the Seller Pension Plans, whether or not vested, that would have been paid or payable (but for the transfer of assets and liabilities pursuant to this Section 11.2.1) to or with respect to the Transferred Employees under the terms of the Seller Seller's Pension Plans and that are Plans, including, but not limited to, all liabilities for "Section 411(d)(6) protected benefits" (as defined by Section 411(d)(6) of the IRC and the regulations thereunder) that have accrued under the Seller Seller's Pension Plan Plans to or with respect to the Transferred Employees based on accredited service and compensation under the Seller Seller's Pension Plans as of the Closing Date. For a period of not less than five (5) years after the Closing Date, and unless otherwise required to comply with applicable law or permitted by Section 11.1.2, Buyer shall not amend the Buyer Pension Plans, or permit the Buyer Pension Plans to be amended, to eliminate any benefit, whether or not vested, with respect to which liabilities are transferred pursuant to the foregoing provisions of this subsection (i), to the extent any such benefit that is a "Section 411(d)(6) protected benefit" (as defined by Section 411(d)(6) of the IRC and the regulations thereunder). On or before the Closing Date, Seller or an Affiliate thereof shall may, in its sole discretion on or prior to the transfer of liabilities, take action to fully vest Transferred Employees in their benefits (if any) under the Seller Seller's Pension Plans. (A) For purposes of eligibility and vesting under the Buyer Pension Plans, each Transferred Employee whose accrued benefit is transferred from a Seller Seller's Pension Plan to a Buyer Pension Plan shall be credited with service and compensation as of the Closing Date as determined under the terms of the Seller Seller's Pension Plan. The benefit under the Buyer Pension Plan for each Transferred Employee who, on the Closing Date, participates in the Seller Seller's Hourly Pension Plan by virtue of his or her coverage under a collective bargaining agreementPlan, shall be calculated under terms of the Buyer Pension Plan that are substantially identical in all material respects to the terms of the Seller Seller's Hourly Pension Plan. The benefit for each Transferred Employee who, on the Closing Date, participates in the Seller Seller's Salaried Pension Plan, shall not be less than the greater of (x) the sum of the Transferred Employee's "Seller Seller's Pension" and "Buyer Pension," or (y) the Transferred Employee's "Total Service Pension," each as determined under the rules set forth in subsection (c)(iiic)(iii)(B) of this Section 11.2.1. (B) Except as provided in paragraph (E), below, each Transferred Employee who, as of the Closing Date, participates or formerly participated in the Seller Salaried Pension Plan and who, under the terms of the Seller Salaried Pension Plan, has at least 15 years of accredited service and combined years of age and accredited service of at least 74 as of the Closing Date shall be eligible, after the Transferred Employee's employment with the Buyer and its Affiliates is terminated and after the Transferred Employee's combined years of age and years of accredited service equal or exceed 76, to receive his or her "Seller Pension" (as determined under the rules set forth in subsection (c)(iii) of this Section 11. 2.1) as an immediate early retirement pension under the applicable Buyer Pension Plan in accordance with early retirement provisions that are no less favorable to the Transferred Employee than the early retirement provisions of the Seller Salaried Pension Plan as of the Closing Date. For a period of at least five (5) years following the Closing Date, the Buyer shall cause any agreement, pursuant to which the accrued benefit of any Transferred Employee under a Buyer Pension Plan is transferred to another pension plan, to incorporate a provision in substance identical to this subsection (ii)( B). (C) Except as provided in paragraph (E), below, the benefit under the Buyer Pension Plan of a GATT Grandfathered Participant, when expressed in the form of a lump sum, shall not be less than the benefit under the Buyer Pension Plan determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act. The method used to convert a GATT Grandfathered Participant's accrued benefit into a lump-sum amount under the Buyer Pension Plan after 1999 shall be not less favorable to a GATT Grandfathered Participant than the method used for similar purposes by the Seller Pension Plan. For purposes of this paragraph (c)(ii)(C), "GATT Grandfathered Participant" shall mean a Transferred Employee (x) with respect to whom liabilities are transferred pursuant to this subsection (c) and (y) who, taking service from Buyer into account as service with Seller, would have been eligible under the Seller Pension Plan, but for the transfer of liabilities pursuant to this subsection (c), to have his benefit under the Seller Pension Plan (when expressed in the form of a lump sum) determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act.

Transfer of Liabilities. (iA) In accordance with the provisions of this Section 11.2.16.2(a), Buyer Purchaser shall cause the Buyer Purchaser Pension Plans to accept all liabilities for benefits under the Seller Pension Plans, whether or not vested, that would have been paid or payable (but for the transfer of assets and liabilities pursuant to this Section 11.2.16.2(a)) to or with respect to the Transferred Employees and Other Plan Participants under the terms of the Seller Pension Plans and that are Plans, including all liabilities for "Section 411(d)(6) protected benefits" (as defined by Section 411(d)(6) of the IRC Code and the regulations thereunder) that have accrued under the Seller Pension Plan Plans to or with respect to the Transferred Employees based on accredited service and compensation under the Seller Pension Plans Other Plan Participants as of the Closing Date. For a period Notwithstanding the foregoing, neither Purchaser nor the Purchaser Pension Plans shall assume such liabilities if Sellers and the Seller Pension Plans do not comply in all material respects with the provisions of not less than five (5) years after the Closing Date, and unless otherwise required to comply with applicable law or permitted by Section 11.1.2, Buyer 6.2(a)(iv). Purchaser shall not amend the Buyer Purchaser Pension Plans, or permit the Buyer Purchaser Pension Plans to be amended, to eliminate any benefitbenefit accrued as of the Closing, whether or not vested, with respect to which liabilities are transferred pursuant to the foregoing provisions of this subsection (iA), to the extent including any such benefit that is a "Section 411(d)(6) protected benefit" (as defined by Section 411(d)(6) of the IRC Code and the regulations thereunder), except to the extent permitted by applicable Law. On Neither Dynegy nor Sellers shall on or before prior to the Closing Datetransfer of liabilities, Seller or an Affiliate thereof shall take any action to fully vest Transferred Employees in their benefits (if any) under the Seller Pension Plans. Notwithstanding any other provision of this Agreement, the Seller Pension Plans shall continue to make all Benefit Payments to Other Plan Participants until both the Initial Transfer Amount and True-Up Amount have been transferred to the Purchaser Pension Plans. (AB) For Provided Sellers comply with Section 6.2(a)(iii)(C), for purposes of eligibility eligibility, vesting and vesting benefit calculation under the Buyer Purchaser Pension Plans, each Transferred Employee whose accrued benefit is transferred from a Seller Pension Plan to a Buyer Purchaser Pension Plan shall be credited with service and compensation as of the Closing Date as determined under the terms of the Seller Pension Plan. The benefit under the Buyer Pension Plan for each Transferred Employee who, on . (C) As soon as practicable after the Closing Date, participates in the Seller Hourly Pension Plan by virtue of his or her coverage Sellers shall deliver to Purchaser a list reflecting each Transferred Employee's service and compensation under a collective bargaining agreement, shall be calculated under terms of the Buyer Pension Plan that are substantially identical in all material respects to the terms each of the Seller Hourly Pension Plan. The benefit for Plans, each Transferred Employee who, on the Closing Date, participates in the Seller Salaried Pension Plan, shall not be less than the greater of (x) the sum of the Transferred Employee's "Seller Pension" and "Buyer Pension," or (y) the Transferred EmployeeOther Plan Participant's "Total Service Pension," each as determined under the rules set forth in subsection (c)(iii) of this Section 11.2.1. (B) Except as provided in paragraph (E), below, each Transferred Employee who, accrued benefit thereunder as of the Closing Date, participates and a copy of each pending or formerly participated in final domestic relations order affecting the Seller Salaried Pension Plan and who, under the terms of the Seller Salaried Pension Plan, has at least 15 years of accredited service and combined years of age and accredited service of at least 74 as of the Closing Date shall be eligible, after the Transferred Employee's employment with the Buyer and its Affiliates is terminated and after the Transferred Employee's combined years of age and years of accredited service equal or exceed 76, to receive his or her "Seller Pension" (as determined under the rules set forth in subsection (c)(iii) of this Section 11. 2.1) as an immediate early retirement pension under the applicable Buyer Pension Plan in accordance with early retirement provisions that are no less favorable to the Transferred Employee than the early retirement provisions of the Seller Salaried Pension Plan as of the Closing Date. For a period of at least five (5) years following the Closing Date, the Buyer shall cause any agreement, pursuant to which the accrued benefit of any Transferred Employee under a Buyer Pension or Other Plan is transferred to another pension plan, to incorporate a provision in substance identical to this subsection (ii)( B)Participant. (C) Except as provided in paragraph (E), below, the benefit under the Buyer Pension Plan of a GATT Grandfathered Participant, when expressed in the form of a lump sum, shall not be less than the benefit under the Buyer Pension Plan determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act. The method used to convert a GATT Grandfathered Participant's accrued benefit into a lump-sum amount under the Buyer Pension Plan after 1999 shall be not less favorable to a GATT Grandfathered Participant than the method used for similar purposes by the Seller Pension Plan. For purposes of this paragraph (c)(ii)(C), "GATT Grandfathered Participant" shall mean a Transferred Employee (x) with respect to whom liabilities are transferred pursuant to this subsection (c) and (y) who, taking service from Buyer into account as service with Seller, would have been eligible under the Seller Pension Plan, but for the transfer of liabilities pursuant to this subsection (c), to have his benefit under the Seller Pension Plan (when expressed in the form of a lump sum) determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act.

Transfer of Liabilities. (i) In accordance with As of the provisions of this Section 11.2.1Closing Date, Buyer shall will cause the a Buyer Pension Plans Plan to accept all the liabilities for benefits under the Seller Pension Plans, whether or not vested, Plan that would have been paid or payable (but for the transfer of assets and liabilities pursuant to this Section 11.2.1Paragraph A) to or with respect to the Transferred Employees and Other Plan Participants (as defined below), and Buyer will become, with respect to each Transferred Employee and Other Plan Participant, responsible for all benefits due under the Seller Pension Plan. Buyer is assuming only the obligation to provide benefits in the amount determined in accordance with the terms of the Seller Pension Plans Plan, and Buyer is not assuming any other liability or obligation that are "Section 411(d)(6Seller or an ERISA Affiliate of Seller might have or incur with respect to the Seller Pension Plan, including liability (if any) protected benefits" (as defined by Section 411(d)(6) for breaches of fiduciary duty or other penalty or excise Tax amounts. Seller will not, and Parent will not permit Seller’s successor to, take any action to fully vest the IRC and the regulations thereunder) that have Business Employees in their accrued benefits under the Seller Pension Plan to or Plan; provided that any vesting of Business Employees in such accrued benefits in the ordinary course in accordance with respect to the Transferred Employees based on accredited service and compensation under the Seller Pension Plans Plan as in effect on the date hereof shall not be deemed a violation of the Closing Datethis Paragraph A(1). For a period of not less than five (5) years after the Closing Date, and unless otherwise required to comply with applicable law or permitted by Section 11.1.2, Buyer shall will not amend the Buyer Pension PlansPlan, or permit the Buyer Pension Plans Plan to be amended, to eliminate any benefitbenefit accrued as of the Closing Date, whether or not vested, with respect to which liabilities are transferred pursuant to this Paragraph A; provided that Buyer may amend the foregoing provisions Buyer Pension Plan or permit the Buyer Pension Plan to be amended to eliminate an optional form of this subsection (i), distribution to the extent any that such benefit action is a "Section 411(d)(6) protected benefit" (as defined by Section consistent with applicable Law, including the regulations under section 411(d)(6) of the IRC and the regulations thereunder)Code. On or before the Closing DateNotwithstanding any other provision of this Agreement, Seller will, or an Affiliate thereof shall take action Parent will cause Seller’s successor to, cause the Seller Pension Plan to fully vest continue to make all benefit payments to Transferred Employees in their benefits (if any) and Other Plan Participants due under the Seller Pension Plans. (A) For purposes of eligibility Plan until both the Initial Transfer Amount and vesting under the True-Up Amount have been transferred to the Buyer Pension PlansPlan, each Transferred Employee whose accrued benefit is transferred from a Seller Pension Plan to a following which transfer the Buyer Pension Plan shall be credited with service as make all benefit payments to or in respect of the Closing Date as determined under the terms of the Seller Pension PlanTransferred Employees and Other Plan Participants. The benefit under the Buyer Pension “Other Plan for each Transferred Employee who, on the Closing Date, participates in the Seller Hourly Pension Plan by virtue of his or her coverage under a collective bargaining agreement, shall be calculated under terms of the Buyer Pension Plan that are substantially identical in all material respects to the terms of the Seller Hourly Pension Plan. The benefit for each Transferred Employee who, on the Closing Date, participates in the Seller Salaried Pension Plan, shall not be less than the greater of Participants” means any individuals (x) the sum of the Transferred Employee's "Seller Pension" and "Buyer Pension," or (y) the Transferred Employee's "Total Service Pension," each as determined under the rules set forth in subsection (c)(iii) of this Section 11.2.1. (B) Except as provided in paragraph (E), below, each Transferred Employee who, as of the Closing Date, participates or formerly participated in the Seller Salaried Pension Plan and who, under the terms of the Seller Salaried Pension Plan, has at least 15 years of accredited service and combined years of age and accredited service of at least 74 as of the Closing Date shall be eligible, after the Transferred Employee's employment with the Buyer and its Affiliates is terminated and after the Transferred Employee's combined years of age and years of accredited service equal or exceed 76, to receive his or her "Seller Pension" (as determined under the rules set forth in subsection (c)(iii) of this Section 11. 2.1) as who have an immediate early retirement pension under the applicable Buyer Pension Plan in accordance with early retirement provisions that are no less favorable to the Transferred Employee than the early retirement provisions of the Seller Salaried Pension Plan as of the Closing Date. For a period of at least five (5) years following the Closing Date, the Buyer shall cause any agreement, pursuant to which the accrued benefit of any Transferred Employee under a Buyer Pension Plan is transferred to another pension plan, to incorporate a provision in substance identical to this subsection (ii)( B). (C) Except as provided in paragraph (E), below, the benefit under the Buyer Pension Plan of a GATT Grandfathered Participant, when expressed in the form of a lump sum, shall not be less than the benefit under the Buyer Pension Plan determined without regard to the changes to Section 417 of the IRC made by the Uruguay Round Agreements Act. The method used to convert a GATT Grandfathered Participant's accrued benefit into a lump-sum amount under the Buyer Pension Plan after 1999 shall be not less favorable to a GATT Grandfathered Participant than the method used for similar purposes by the Seller Pension Plan. For purposes of this paragraph (c)(ii)(C), "GATT Grandfathered Participant" shall mean a Transferred Employee (x) with respect to whom liabilities are transferred pursuant to this subsection (c) and (y) who, taking service from Buyer into account as service with Seller, would have been eligible under the Seller Pension Plan, but for the transfer of liabilities pursuant to this subsection (c), to have his benefit under the Seller Pension Plan but who are not actively employed by Seller on the Closing Date, or whose employment is terminated by Seller on the Closing Date, and (when expressed in y) whose employment was principally associated with the form Business, all of a lump sum) determined without regard to whom are listed on Schedule 8.8(d)(ii)-A, or will be listed on such Schedule as the changes to Section 417 of same is amended by Seller, with Buyer’s and Parent’s consent, on the IRC made by the Uruguay Round Agreements ActClosing Date.