Common use of Guaranteed Pension Plans Clause in Contracts

Guaranteed Pension Plans. Each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of (S)302(f) of ERISA, or otherwise, has been timely made. No waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any Guaranteed Pension Plan, and none of the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate of the Borrower or any Subsidiary is obligated to or has posted security in connection with an amendment of a Guaranteed Pension Plan pursuant to (S)307 of ERISA or (S)401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate of the Borrower or any Subsidiary with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable Event, or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of (S)4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities.

Guaranteed Pension Plans. Each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of (S)302(fss.302(f) of ERISA, or otherwise, has been timely made. No waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any Guaranteed Pension Plan, and none of neither the Borrower, any Subsidiary of the Borrower or Borrowers nor any ERISA Affiliate of the Borrower or any Subsidiary is obligated to or has posted security in connection with an amendment of to a Guaranteed Pension Plan pursuant to (S)307 ss.307 of ERISA or (S)401(a)(29ss.401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been timely paid) has been incurred by the Borrower, any Subsidiary of the Borrower Borrowers or any ERISA Affiliate of the Borrower or any Subsidiary with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable EventEvent (other than an ERISA Reportable Event as to which the requirement of 30 days notice has been waived under PBGC ss.4043), or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of (S)4001 ss.4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities, by more than $500,000.

Guaranteed Pension Plans. Each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of (S)302(fSection 302(f) of ERISA, or otherwise, has been timely made. No waiver of an accumulated minimum funding deficiency standards or extension of amortization periods has been requested or received with respect to any Guaranteed Pension Plan, and none of the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate of the Borrower or any Subsidiary is obligated to or has posted security in connection with an amendment of a Guaranteed Pension Plan pursuant to (S)307 of ERISA or (S)401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by the Borrower, any Subsidiary of the Borrower its Subsidiaries or any ERISA Affiliate of the Borrower or any Subsidiary with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable Event, or any other event or condition which that presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. None of the Borrower, any of its Subsidiaries or any ERISA Affiliate has instituted or intends to institute proceedings to terminate a Guaranteed Pension Plan. No event requiring notice to the PBGC under Section 302(f)(4)(A) of ERISA has occurred with respect to any Guaranteed Pension Plan and no amendment with respect to which security is required under Section 307 of ERISA has been made or is reasonably expected to be made to any Guaranteed Pension Plan. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve 12 months of prior to the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of (S)4001 Section 4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities.

Guaranteed Pension Plans. Each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of (S)302(fss.302(f) of ERISA, or otherwise, has been timely made. No waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any Guaranteed Pension Plan, and none neither any of the Borrower, any Subsidiary of the Borrower or Borrowers nor any ERISA Affiliate of the Borrower or any Subsidiary is obligated to or has posted security in connection with an amendment of a Guaranteed Pension Plan pursuant to (S)307 ss.307 of ERISA or (S)401(a)(29ss.401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate of the Borrower or any Subsidiary with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable Event, or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of (S)4001 ss.4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities.

Guaranteed Pension Plans. Each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of (S)302(f302(f) of ERISA, or otherwise, has been timely made. No waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any Guaranteed Pension Plan, Plan and none of the Borrower, any Subsidiary of the Borrower or Credit Parties nor any ERISA Affiliate of the Borrower or any Subsidiary is obligated to or has posted security in connection with an amendment of to a Guaranteed Pension Plan pursuant to (S)307 307 of ERISA or (S)401(a)(29401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by the Borrower, any Subsidiary of the Borrower Credit Party or any ERISA Affiliate of the Borrower or any Subsidiary with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable Event, or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of (S)4001 4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans. With respect to the Canadian Subsidiaries, disregarding all pension plans are duly registered where required by, and are in compliance with all applicable laws including the Income Tax Act (Canada) and there are no actions, claims or proceedings pending or threatened (other than routine claims for this purpose benefits) relating to any of the benefit liabilities pension plans. All required employer and assets employee contributions and premiums under the pension plans have been made, the pension plans are fully funded on a going concern and solvency basis in accordance with applicable laws and with the actuarial methods and assumptions used in the most recent actuarial reports therefor, and there have been no surplus withdrawals or contribution holidays except as permitted by law and the terms of any Guaranteed Pension Plan with assets in excess of benefit liabilitiesthe pension plans.

Guaranteed Pension Plans. Each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of (S)302(f302(f) of ERISA, or otherwise, has been timely made. No waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any Guaranteed Pension Plan, and none of the Borrower, any Subsidiary of neither the Borrower or nor any ERISA Affiliate of the Borrower or any Subsidiary is obligated to or has posted security in connection with an amendment of to a Guaranteed Pension Plan pursuant to (S)307 307 of ERISA or (S)401(a)(29of 401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by any of the Borrower, any Subsidiary of the Borrower Parent or any ERISA Affiliate of the Borrower or any Subsidiary thereof with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable Event, or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of (S)4001 4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities, by more than $2,500,000. 6.15.4.

Guaranteed Pension Plans. Each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of (S)302(f302(f) of ERISA, or otherwise, has been timely made. No waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any Guaranteed Pension Plan, and none neither any of the Borrower, any Subsidiary of the Borrower or Borrowers nor any ERISA Affiliate of the Borrower or any Subsidiary is obligated to or has posted security in connection with an amendment of a Guaranteed Pension Plan pursuant to (S)307 307 of ERISA or (S)401(a)(29401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate of the Borrower or any Subsidiary with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable Event, or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of (S)4001 4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities.

Guaranteed Pension Plans. Each contribution required to be made ------------------------ to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of (S)302(f) of ERISA, or otherwise, has been timely made. No waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any Guaranteed Pension Plan, Plan and none of neither the Borrower, any Subsidiary of the Borrower or Lessee nor any ERISA Affiliate of the Borrower or any Subsidiary is obligated to or has posted security in connection with an amendment of a Guaranteed Pension Plan pursuant to (S)307 of ERISA or (S)401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by the Borrower, any Subsidiary of the Borrower Lessee or any ERISA Affiliate of the Borrower or any Subsidiary with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable Event, or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of prior to the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of (S)4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension PlansPlans by a material amount, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities., except as otherwise permitted by Section 5.26(e). ---------------

Guaranteed Pension Plans. Each contribution required to ------------------------ be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of (S)302(f) of ERISA, or otherwise, has been timely made. No waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any Guaranteed Pension Plan, and none of the Parent, the Borrower, any Subsidiary of the Borrower or their Subsidiaries nor any ERISA Affiliate of the Borrower or any Subsidiary is obligated to or has posted security in connection with an amendment of to a Guaranteed Pension Plan pursuant to (S)307 of ERISA or (S)401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by the Parent, the Borrower, any Subsidiary of the Borrower their Subsidiaries or any ERISA Affiliate of the Borrower or any Subsidiary with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable EventEvent (other than an ERISA Reportable Event as to which the requirement of 30 days notice has been waived), or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of (S)4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities, by more than $500,000.

Guaranteed Pension Plans. Each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of (S)302(fss.302(f) of ERISA, or otherwise, has been timely made. No waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any Guaranteed Pension Plan, and none of neither the Borrower, any Subsidiary of the Borrower or Borrowers nor any ERISA Affiliate of the Borrower or any Subsidiary is obligated to or has posted security in connection with an amendment of to a Guaranteed Pension Plan pursuant to (S)307 ss.307 of ERISA or (S)401(a)(29ss.401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by the Borrower, any Subsidiary of the Borrower Borrowers or any ERISA Affiliate of the Borrower or any Subsidiary with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable EventEvent (other than an ERISA Reportable Event as to which the requirement of thirty (30) days notice has been waived), or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of (S)4001 ss.4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities. With respect to Holmes Canada, all pension plans are duly registerxx xxxre required by, and are in good standing under, all applicable laws including the Income Tax Act (Canada) and there are no actions, claims or proceedings pending or threatened (other than routine claims for benefits) relating to any of the pension plans. All required employer and employee contributions and premiums under the pension plans have been made, the pension plans are fully funded on an ongoing and wind-up basis in accordance with applicable laws and with the actuarial methods and assumptions used in the most recent actuarial reports therefor, and there have been no surplus withdrawals or contribution holidays except as permitted by law and the terms of the pension plans.

Guaranteed Pension Plans. Each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of (S)302(fsec.302(f) of ERISA, or otherwise, has been timely made. No waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any Guaranteed Pension Plan, and none of the Borrower, any Subsidiary of neither the Borrower or nor any ERISA Affiliate of the Borrower or any Subsidiary is obligated to or has posted security in connection with an amendment of a Guaranteed guaranteed Pension Plan pursuant to (S)307 sec.307 of ERISA or (S)401(a)(29sec.401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate of the Borrower or any Subsidiary with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable Event, or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the 50 Page 44 actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of (S)4001 sec.4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities.

Guaranteed Pension Plans. Each From and after the date on which the Borrower maintains any Guaranteed Pension Plan, each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of (S)302(f§302(f) of ERISA, or otherwise, has been timely made. No waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any Guaranteed Pension Plan, and none of the Borrower, any Subsidiary of neither the Borrower or nor any ERISA Affiliate of the Borrower or any Subsidiary is obligated to or has posted security in connection with an amendment of to a Guaranteed Pension Plan pursuant to (S)307 §307 of ERISA or (S)401(a)(29§401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate of the Borrower or any Subsidiary with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable EventEvent (other than an ERISA Reportable Event as to which the requirement of 30 days notice has been waived), or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of (S)4001 §4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities.

Guaranteed Pension Plans. Each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of (S)302(fSection 302(f) of ERISA, or otherwise, has been timely made. No waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any Guaranteed Pension Plan, and none of neither the Borrower, any Subsidiary of the Borrower or Borrowers nor any ERISA Affiliate of the Borrower or any Subsidiary is obligated to or has posted security in connection with an amendment of to a Guaranteed Pension Plan pursuant to (S)307 Section 307 of ERISA or (S)401(a)(29Section 401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by the Borrower, any Subsidiary of the Borrower Borrowers or any ERISA Affiliate of the Borrower or any Subsidiary with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable EventEvent (other than an ERISA Reportable Event as to which the requirement of thirty (30) days notice has been waived), or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of (S)4001 Section 4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities, by more than $1,000,000. With respect to Zale Xxxada, all pension plans are duly registered where required by, and are in good standing under, all applicable laws including the Income Tax Act (Canada) and there are no actions, claims or proceedings pending or threatened (other than routine claims for benefits) relating to any of the pension plans. All required employer and employee contributions and premiums under the pension plans have been made, the pension plans are fully funded on an ongoing and wind-up basis in accordance with applicable laws and with the actuarial methods and assumptions used in the most recent actuarial reports therefor, and there have been no surplus withdrawals or contribution holidays except as permitted by law and the terms of the pension plans.

Guaranteed Pension Plans. Each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of (S)302(fsection 302(f) of ERISA, or otherwise, has been timely made. No waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any Guaranteed Pension Plan, and none neither any of the Borrower, any Subsidiary of the Borrower or Borrowers nor any ERISA Affiliate of the Borrower or any Subsidiary is obligated to or has posted security in connection with an amendment of a Guaranteed Pension Plan pursuant to (S)307 section 307 of ERISA or (S)401(a)(29section 401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate of the Borrower or any Subsidiary with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable Event, or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of (S)4001 section 4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities.

Guaranteed Pension Plans. Each Except as disclosed on Schedule 7.16, each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of (S)302(fss.302(f) of ERISA, or otherwise, has been timely made. No waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any Guaranteed Pension Plan, and none of the Borrower, any Subsidiary of the Borrower or Borrowers nor any ERISA Affiliate of the Borrower or any Subsidiary is are obligated to or has posted security in connection with an amendment of to a Guaranteed Pension Plan pursuant to (S)307 ss.307 of ERISA or (S)401(a)(29ss.401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by the Borrower, any Subsidiary of the Borrower Borrowers or any ERISA Affiliate of the Borrower or any Subsidiary with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable EventEvent (other than an ERISA Reportable Event as to which the requirement of 30 days notice has been waived), or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based As of the Closing Date, based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of (S)4001 ss.4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension PlansPlans by more than $20,000,000, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities.

Guaranteed Pension Plans. Each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of (S)302(fss.302(f) of ERISA, or otherwise, has been timely made. No waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any Guaranteed Pension Plan, and none of the Borrower, any Subsidiary of the Borrower or Borrowers nor any ERISA Affiliate of the Borrower or any Subsidiary is obligated to or has posted security in connection with an amendment of to a Guaranteed Pension Plan pursuant to (S)307 ss.307 of ERISA or (S)401(a)(29) of ss.401(a)(29)of the Code. .No liability to the PBGC PBXX (other xxxer than required insurance premiums, all of which have been paid) has been incurred by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate of the Borrower or any Subsidiary with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable EventEvent (other than an ERISA Reportable Event as to which the requirement of 30 days notice has been waived), or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest most recent valuation of each Guaranteed Pension Plan occurring prior to the Closing Date (which as reported in each case occurred within twelve months the footnotes to the draft financial statements of the date of this representation)Borrowers for the Fiscal Year ended January 2, 2001) and on the actuarial methods and assumptions employed for that valuation, on January 2, 2001 the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of (S)4001 ss.4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension PlansPlans by an amount in excess of $6,428,000, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities.

Guaranteed Pension Plans. Each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of (S)302(fSection 302(f) of ERISA, or otherwise, has been timely made. No waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any Guaranteed Pension Plan, and none of the Borrower, any Subsidiary of neither the Borrower or nor any ERISA Affiliate of the Borrower or any Subsidiary is obligated to or has posted security in connection with an amendment of a Guaranteed Pension Plan pursuant to (S)307 Section 307 of ERISA or (S)401(a)(29Section 401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate of the Borrower or any Subsidiary with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable Event, or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC; provided, however, that prior to the Closing Date, the Borrower terminated its sole Guaranteed Pension Plan as a standard termination pursuant to Section 4041(b) of ERISA and, as of the Closing Date, is in the process of distributing all assets of such plan to the participants therein. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of (S)4001 Section 4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities.

Guaranteed Pension Plans. Each contribution required to be made ------------------------ to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of (S)302(fS) 302(f) of ERISA, or otherwise, has been timely made. No ---------- waiver of an accumulated minimum funding deficiency standards or extension of amortization periods has been requested or received with respect to any Guaranteed Pension Plan, and none of the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate of the Borrower or any Subsidiary is obligated to or has posted security in connection with an amendment of a Guaranteed Pension Plan pursuant to (S)307 of ERISA or (S)401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by the Borrower, any Subsidiary of the Borrower its Subsidiaries or any ERISA Affiliate of the Borrower or any Subsidiary with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable Event, or any other event or condition which that presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. None of the Borrower, any of its Subsidiaries or any ERISA Affiliate has instituted or intends to institute proceedings to terminate a Guaranteed Pension Plan. No event requiring notice to the PBGC under (S) 302(f)(4)(A) of ERISA has occurred with respect to any Guaranteed ---------------- Pension Plan and no amendment with respect to which security is required under (S) 307 of ERISA has been made or is reasonably expected to be made ------- to any Guaranteed Pension Plan. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve 12 months of prior to the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of (S)4001 S) 4001 of -------- ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities.

Guaranteed Pension Plans. Each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of (S)302(fss.302(f) of ERISA, or otherwise, has been timely made. No waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any Guaranteed Pension Plan, and none of neither the Borrower, any Subsidiary of the Borrower or Borrowers nor any ERISA Affiliate of the Borrower or any Subsidiary is obligated to or has posted security in connection with an amendment of to a Guaranteed Pension Plan pursuant to (S)307 ss.307 of ERISA or (S)401(a)(29ss.401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by the Borrower, any Subsidiary of the Borrower Borrowers or any ERISA Affiliate of the Borrower or any Subsidiary with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable EventEvent (other than an ERISA Reportable Event as to which the requirement of thirty (30) days notice has been waived), or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of (S)4001 ss.4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities. With respect to Rival Canada, all pension plans are duly registered where required by, and are in good standing under, all applicable laws including the Income Tax Act (Canada) and there are no actions, claims or proceedings pending or threatened (other than routine claims for benefits) relating to any of the pension plans. All required employer and employee contributions and premiums under the pension plans have been made, the pension plans are fully funded on an ongoing and wind-up basis in accordance with applicable laws and with the actuarial methods and assumptions used in the most recent actuarial reports therefor, and there have been no surplus withdrawals or contribution holidays except as permitted by law and the terms of the pension plans.

Guaranteed Pension Plans. Each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the incurrence of an accumulated funding deficiency, the notice or lien provisions of (S)302(f) of ERISA, or otherwise, has been timely made. No waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any Guaranteed Pension Plan, and none of the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate of the Borrower or any Subsidiary is obligated to or has posted security in connection with an amendment of a Guaranteed Pension Plan pursuant to (S)307 of ERISA or (S)401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate of the Borrower or any Subsidiary with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable Event, or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Neither Borrower nor any ERISA Affiliate has instituted or intends to institute proceedings to terminate a Guaranteed Pension Plan. No event requiring notice to the PGBC under Section 302(f)(4)(A) of ERISA has occurred with respect to any Guaranteed Pension Plan and no amendment with respect to which security is required under Section 307 of ERISA has been made or is reasonably expected to be made to any Guaranteed Pension Plan. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of (S)4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities.