Common use of Pension Plans Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Pension Plans. (a) Except for matters The Pension Plans which are “registered pension plans” as defined under the ITA are duly registered under the ITA and any other applicable Laws which require registration, have been administered in all material respects in accordance with the ITA and such other applicable Laws and no event has occurred which would reasonably be expected to cause the loss of such registered status, except to the extent that could any failure to do so would not reasonably be expected to result in have a Material Adverse ChangeEffect. All material obligations of the Borrower and each other Loan Party (including fiduciary, all funding, investment and administration obligations) required to be performed in connection with the Pension Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), andand the funding agreements therefor have been performed on a timely basis, except for matters to the extent that could any failure to do so would not reasonably be expected to result in have a Material Adverse Change, Effect. There are no outstanding disputes concerning the assets of the Pension Plans except where such disputes would not reasonably be expected to have a Material Adverse Effect. No promises of benefit improvements under the Pension Plans have been made except where such improvement would not reasonably be expected to have a Material Adverse Effect. All contributions or premiums required to be made or paid by the Borrower and each Plan has complied with and other Loan Party to those Pension Plans which are “registered pension plans” as defined under the ITA have been administered made on a timely basis in accordance with the terms of such plans and all applicable provisions Laws and all contributions or premiums required to be made or paid by the Borrower and each other Loan Party to any other Pension Plans have been made on a timely basis in accordance with the terms of ERISA such plans and all applicable Laws, except to the Codeextent that any failure to do so would not reasonably be expected to have a Material Adverse Effect. All contributions or premiums required to be made or paid by the Borrower and each other Loan Party to any Multi-Employer Plan have been made on a timely basis in accordance with the terms of such plans, (c) no all applicable collective bargaining agreements, all participation and other agreements in respect of such plans to which the Borrower or any Loan Party is a party and applicable Laws, except, in the case of any Multi-Employer Plan that is not a “accumulated funding deficiencyregistered pension plan” (as defined in Section 302 of ERISA) has occurredthe ITA, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has to the extent that any failure to do so would not reasonably be expected to have a Material Adverse Effect. There have been no excise tax imposed under Section 4971 of improper withdrawals from the Code, (d) Pension Plans except where such withdrawals would not reasonably be expected to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered have a Material Adverse Effect. Except as disclosed in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did notSchedule 5.11, as of the last annual valuation date applicable theretohereof, exceed the value each of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in Pension Plans, which is a Material Adverse Change“registered pension plan” as defined under the ITA, is fully funded on a solvency basis, going concern basis and wind-up basis (f) neither using actuarial methods and assumptions which are consistent with the Borrower nor any member of valuations last filed with the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(japplicable Governmental Authorities), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement Subject to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined matters disclosed in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.Schedule 5.11:

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

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

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

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

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

Pension Plans. (aExcept as disclosed on Schedule 8.1(P) Except for matters that could not reasonably be expected to result attached hereto and made a part hereof, neither Borrower nor any of its Subsidiaries has any Plan. Neither Borrower, any ERISA Affiliate of Borrower, nor any Plan is, in a Material Adverse Changeany material respect, all Plans are in compliance with all applicable violation of any of the provisions of ERISA, the IRC, or other applicable laws. Except as set forth on Schedule 8.1(P), since January 1, 1992, (ba) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Prohibited Transaction or Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer nor has any Plan been the subject of a waiver of the minimum funding standard under Section 412 of the IRC; (b) no Plan has complied with and experienced an accumulated funding deficiency under Section 412 of the IRC; (c) no lien has been administered imposed upon Borrower or any ERISA Affiliate of Borrower under Section 412(n) of the IRC; (d) no Plan has been amended in accordance with applicable provisions such a way that the security requirements of ERISA and Section 401(a)(29) of the Code, IRC apply; (e) no notice of intent to terminate a Plan has been distributed to affected parties or filed with the present value PBGC under Section 4041 of all benefits vested ERISA, nor has any Plan been terminated under each Plan (based on the assumptions used to fund such PlanSection 4041(e) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, ERISA; (f) the PBGC has not instituted proceedings to terminate, or appoint a trustee to administer, a Plan and no event has occurred or condition exists which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (g) neither the Borrower nor any member ERISA Affiliate of the Controlled Group has had a complete Borrower would be liable for any amount pursuant to Sections 4062, 4063 or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event 4064 of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, ERISA if all Plans terminated as of the most recent valuation date applicable thereto, dates of such Plans; (h) neither the Borrower nor any member ERISA Affiliate of the Controlled Group would become subject to Borrower maintains any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are employee welfare benefit plans (plan, as defined in Section 3(1) of ERISA, which provides any benefits to an employee or the employee's dependents with respect to claims incurred after the employee separates from service other than is required by applicable law; (i) could, in neither Borrower nor any ERISA Affiliate of Borrower has incurred any material liability for any excise tax arising under Section 4972 or 4980B of the aggregate, reasonably be expected IRC and no fact or event exists which would give rise to cause a Material Adverse Changeany such material liability; and (j) neither Borrower nor any ERISA Affiliate of Borrower has incurred or expects to incur any withdrawal liability to any Multiemployer Plan.

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

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

Pension Plans. Except as disclosed in Schedule 4.19(c), none of the FAST Companies and their respective Subsidiaries maintains or contributes to, or has any obligation to contribute to any “multiple employer plan” (awithin the meaning of the Code or ERISA) Except for matters that could not reasonably be expected to result or any “multiemployer plan” (as defined in a Material Adverse Change, all Plans are in compliance with all applicable provisions Section 4001(a)(3) of ERISA). With respect to each FAST Pension Plan that is a “single employer plan” that is subject to Title IV of ERISA (i) the funding method used in connection with such plan is acceptable and the actuarial assumptions used in connection with funding each such plan are reasonable, (bii) no Termination Event has occurred with respect to any Plan that would result in an Event as of Default under Section 7.1(ithe last day of the last plan year of such plan, the actuarial present value of the accumulated plan benefits (whether or not vested) of such plan did not exceed the fair value of the plan assets allocable thereto (as determined by such plan’s most recent actuarial valuation), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (ciii) no “accumulated funding deficiency” (for which an excise tax is due or would be due in the absence of a waiver) as defined in Section 302 412 of the Code or as defined in Section 302(a)(2) of ERISA) has occurred, and for plan years after December 31whichever may apply, 2007, no unpaid minimum required contribution exists, and there has been incurred with respect to such plan with respect to any plan year, whether or not waived, (iv) no excise tax FAST Company has failed to pay when due any “required installment,” within the meaning of Section 412(m) of the Code and Section 302(e) of ERISA, whichever may apply, with respect to such plan, (v) no FAST Company is subject to any lien imposed under Section 4971 412(n) of the Code or Section 302(f) of ERISA, whichever may apply, with respect to any such plan, (vi) no FAST Company has any liability for unpaid contributions with respect to any such plan which were required to be paid on or prior to the date hereof, (vii) no FAST Company is required to provide security to such plan under Section 401(a)(29) of the Code, (dviii) to each FAST Company has paid all premiums (and interest charges and penalties for late payment, if applicable) due the knowledge of Credit Parties, no Reportable Event has occurred PBGC with respect to any Multiemployer Plan, and such plan for each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Codeplan year thereof for which such premiums are required, (eix) the present value no FAST Company has engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in Section 4069 of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse ChangeERISA, (fx) neither the Borrower nor any member of the Controlled Group there has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, been no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans “reportable event” (as defined in Section 3(14043(b) of ERISAERISA and the PBGC regulations under such Section) couldwith respect to such plan and (xi) no filing has been made by any FAST Company with the PBGC, and no proceeding has been commenced by the PBGC, to terminate such plan, except, in the aggregateeach case, as could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on the FAST Companies taken as a whole.

Pension Plans. Schedule 3.11 lists all Pension Plans and Benefit Plans maintained or contributed to by each Credit Party as at December 31, 2012, and indicates, for each Pension Plan, whether such Pension Plan is a defined benefits plan (a“Defined Benefits Plan”) or a defined contribution plan. Since December 31, 2012, no Credit Party has established any new Defined Benefits Plan. Except for matters employees of any Credit Party who were, as of December 31, 2008, a beneficiary of a Defined Benefits Plan, no employee of any Credit Party (including, for greater certainty, any new employee of any Credit Party who became employed after such date) has, is or will be entitled to become a beneficiary of a Defined Benefits Plan. Other than as set forth in Schedule 3.11, no Credit Party has converted any Defined Benefits Plan to a defined contribution plan which is continuing. The Pension Plans are duly registered under the ITA and any other Applicable Laws which require registration, have been administered in accordance with the ITA and such other Applicable Laws and no event has occurred which could reasonably be expected to cause the loss of such registered status, except to the extent that any failure to do so could not reasonably be expected to result in have a Material Adverse ChangeEffect. All material obligations of the Borrower and each other Credit Party (including fiduciary, all funding, investment and administration obligations) required to be performed in connection with the Pension Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), andand the funding agreements therefor have been performed on a timely basis, except for matters to the extent that any failure to do so could not reasonably be expected to result in have a Material Adverse Change, Effect. There are no inactive plans or outstanding disputes concerning the assets of the Pension Plans or any benefit plans. No promises of benefit improvements under the Pension Plans or any benefit plans have been made except where such improvement could not reasonably be expected to have a Material Adverse Effect. All contributions or premiums required to be made or paid by the Borrower and each Plan has complied with and other Credit Party to the Pension Plans or any benefit plans have been administered made on a timely basis in accordance with applicable provisions the terms of ERISA such plans and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has all Applicable Laws. There have been no excise tax imposed under Section 4971 improper withdrawals or applications of the Code, (d) to assets of the knowledge of Credit Parties, no Reportable Event has occurred with respect to Pension Plans or any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered benefit plans. Except as disclosed in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did notSchedule 3.11, as of the last annual valuation date applicable theretohereof, exceed the value each of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in Pension Plans is fully funded on a Material Adverse Changesolvency basis and going concern basis (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities and which are consistent with GAAP). Neither the Borrower, (f) neither the Borrower nor any member Credit Party is subject to the United States Employee Retirement Income Security Act of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change1974, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganizationamended. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement Subject to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined matters disclosed in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.Schedule 3.11:

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

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

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

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

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

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

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

Pension Plans. (ai) Except Any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for matters that could not reasonably be expected to result in any plan year or part thereof or a Material Adverse Change, all Plans are in compliance with all applicable provisions waiver of ERISA, (b) no Termination Event has occurred with respect to such standards or extension of any Plan that would result in an Event of Default amortization period is sought or granted under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 412 of the Code, (dii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the knowledge PBGC or the PBGC shall have instituted proceedings under ERISA Section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of Credit Partiesany such proceedings, no Reportable Event has occurred (iii) the aggregate "amount of unfunded benefit liabilities" (within the meaning of Section 4001(a)(18) of ERISA) under all Plans, determined in accordance with respect Title IV of ERISA, shall exceed 5% of Consolidated Net Worth as of the end of the most recently ended fiscal quarter of the Company, (iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, or (evi) the present value Company or any of all its Subsidiaries establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits vested under each Plan (based on in a manner that would increase the assumptions used to fund such Plan) did not, as liability of the last annual valuation date applicable theretoCompany or any of its Subsidiaries thereunder; and any such event or events described in clauses (i) through (vi) above, exceed the value of the assets of either individually or together with any other such Plan allocable to such vested benefits in an amount that event or events, could reasonably be expected to result in have a Material Adverse ChangeEffect. As used in this Section 12.1.8, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), terms "employee benefit plan" and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are "employee welfare benefit plans (as defined plan" shall have the respective meanings assigned to such terms in Section 3(1) 3 of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Pension Plans. Except as set forth in Section 3.14(e) of the Disclosure Schedule: (a) Except for matters that could not reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (bi) no Termination Event steps have been taken to terminate any Pension Plan now maintained or contributed to, no termination of any Pension Plan has occurred with respect pursuant to any Plan that would result which all liabilities have not been satisfied in an Event of Default full, no liability under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions Title IV of ERISA and has been incurred by the CodeCompany, the Seller, any Subsidiary or any ERISA Affiliate (cwhether or not related to a Pension Plan) no “accumulated funding deficiency” (as defined which has not been satisfied in Section 302 of ERISA) has occurredfull, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount no condition exists that could reasonably be expected to result in the Company, the Seller, Subsidiary or any ERISA Affiliate incurring a Material Adverse Change, material liability under Title IV of ERISA or could constitute grounds for terminating any Pension Plan; (fii) neither no proceeding has been initiated by the Borrower nor PBGC to terminate any member Pension Plan or to appoint a trustee to administer any Pension Plan; (iii) each Pension Plan which is subject to Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Controlled Group Code, has had a complete or partial withdrawal from been maintained in compliance with the minimum funding standards of ERISA and the Code and no such Pension Plan has incurred any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j)"accumulated funding deficiency", and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) 412 of the Code and Section 302 of ERISA, whether or not waived; (iv) couldneither the Company, the Seller, any Subsidiary nor any ERISA Affiliate has sought nor received a waiver of its funding requirements with respect to any Pension Plan and all contributions payable with respect to each Pension Plan have been timely made; and (v) no reportable event, within the meaning of Section 4043 of ERISA, and no event described in Section 4062 or 4063 or ERISA, has occurred with respect to any Pension Plan. With respect to each of the aggregateRevere Plan and the Corning Canada Inc. Pension Plan for Hourly Employees (the "Canadian Plan"), reasonably be expected the projected benefit obligations (as determined in accordance with Statement of Financial Accounting Standards No. 87 using the assumptions employed by the Seller in its most recent audited financial statements) under such plan do not exceed the market value of such plan's assets, and with respect to cause the Canadian Plan, such plan=s liabilities, determined on a Material Adverse Change"solvency" basis, do not exceed the fair market value of such plan=s assets by more than Can. $100,000.

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

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

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

Pension Plans. (abn) Except for matters as set forth on Schedule 6.11 hereto, (i) neither Timken nor any Loan Party has incurred any withdrawal liability (within the meaning of Part 1 of Subtitle E of Title IV of ERISA) with respect to any Multiemployer Plan, (ii) no Loan Party has incurred any liability under Section 502(i) of ERISA or Section 4975 of the Code with respect to the Plans, (iii) no ERISA Event has occurred and neither Timken nor any ERISA Affiliate is aware of any fact, event or circumstance that could not reasonably be expected to constitute or result in an ERISA Event, (iv) neither Timken nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, 57 would result in such liability) under Section 4201 of ERISA with respect to a Multiemployer Plan, (v) neither Timken nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, (vi) each Plan is in material compliance with the applicable provisions of ERISA, the Code and other Federal or state Laws, (vii) each Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code or an application for such a letter is currently being processed by the IRS, (viii) Timken and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained, except, with respect to subsections (i) through (viii) above, as would not, in the aggregate, reasonably be expected to result in a Material Adverse Change, all Plans are in compliance with all applicable provisions of ERISA, (b) no Termination Event has occurred with respect to any Plan that would result in an Event of Default under Section 7.1(i), and, except for matters that could not reasonably be expected to result in a Material Adverse Change, each Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (c) no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred, and for plan years after December 31, 2007, no unpaid minimum required contribution exists, and there has been no excise tax imposed under Section 4971 of the Code, (d) to the knowledge of Credit Parties, no Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in accordance with applicable provisions of ERISA and the Code, (e) the present value of all benefits vested under each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such vested benefits in an amount that could reasonably be expected to result in a Material Adverse Change, (f) neither the Borrower nor any member of the Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any unsatisfied withdrawal liability that could reasonably be expected to result in a Material Adverse Change or an Event of Default under Section 7.1(j), and (g) except for matters that could not reasonably result in a Material Adverse Change, as of the most recent valuation date applicable thereto, neither the Borrower nor any member of the Controlled Group would become subject to any liability under ERISA if the Borrower or any Subsidiary has received notice that any Multiemployer Plan is insolvent or in reorganization. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, no Credit Party has any reason to believe that the annual cost during the term of this Agreement to the Borrower or any Subsidiary for post-retirement benefits to be provided to the current and former employees of the Borrower or any Subsidiary under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse ChangeEffect.

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

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