Common use of Pension and Welfare Plans Clause in Contracts

Pension and Welfare Plans. During the consecutive twelve-month period prior to each date as of which the following representations are made or deemed made, and prior to the date of any Borrowing hereunder, no steps have been taken to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code; no condition exists or event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty and none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse Effect, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

Pension and Welfare Plans. During Each Pension Plan and Welfare Plan complies in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate has withdrawn from any Multi-Employer Plan in a "complete withdrawal" or a "partial withdrawal" as defined in Sections 4203 or 4205 of ERISA, respectively; neither Borrower nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; neither Borrower nor any Subsidiary nor any ERISA Affiliate has in the consecutive twelvepast contributed to or currently contributes to a Multi-month period prior Employer Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to each date as of which the following representations are made or deemed made, and prior to the date of any Borrowing hereunder, a Multi-Employer Plan; no steps have been taken instituted by Borrower or any Subsidiary or any ERISA Affiliate to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code; no condition exists or event or transaction has occurred in connection with respect to any Pension Plan, Multi-Employer Plan or Welfare Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries Subsidiary or any member of the Controlled Group ERISA Affiliate of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penalty penalty; and none neither Borrower nor any Subsidiary nor any ERISA Affiliate is a "contributing sponsor" as defined in Section 4001(a)(13) of ERISA of a "single-employer plan" as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Except as disclosed on the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability consolidated financial statements of Borrower and its Subsidiaries delivered by Borrower to the Banks, neither Borrower or nor any of its Subsidiaries or Subsidiary nor any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group Affiliate has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse Effect, other than liability for continuation coverage described in Part 6 of Title I of ERISAPlan.

Pension and Welfare Plans. During the consecutive twelve-month period prior to each date as of which the following representations are made or deemed made, and prior to the date of any Borrowing hereunder, no steps have been taken to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code; no condition exists or event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries Midwest or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty and none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries Midwest or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries Midwest or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries Midwest or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries Midwest or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or Neither Midwest nor any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse EffectEffect on Midwest, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

Pension and Welfare Plans. During Each Pension Plan and Welfare Plan complies in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate has withdrawn from any Multi- Employer Plan in a "complete withdrawal" or a "partial withdrawal" as defined in Sections 4203 or 4205 of ERISA, respectively; neither Borrower nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; neither Borrower nor any Subsidiary nor any ERISA Affiliate has in the consecutive twelvepast contributed to or currently contributes to a Multi- Employer Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-month period prior to each date as of which the following representations are made or deemed made, and prior to the date of any Borrowing hereunder, Employer Plan; no steps have been taken instituted by Borrower or any Subsidiary or any ERISA Affiliate to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code; no condition exists or event or transaction has occurred in connection with respect to any Pension Plan, Multi-Employer Plan or Welfare Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries Subsidiary or any member of the Controlled Group ERISA Affiliate of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penalty penalty; and none neither Borrower nor any Subsidiary nor any ERISA Affiliate is a "contributing sponsor" as defined in Section 4001(a)(13) of ERISA of a "single-employer plan" as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Except as disclosed on the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability consolidated financial statements of Borrower and its Subsidiaries delivered by Borrower to the Banks, neither Borrower or nor any of its Subsidiaries or Subsidiary nor any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group Affiliate has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse Effect, other than liability for continuation coverage described in Part 6 of Title I of ERISAPlan.

Pension and Welfare Plans. During the consecutive twelve-month period prior to each date as of which the following representations are made or deemed made, Each Pension Plan and prior to the date of any Borrowing hereunder, no steps have been taken to terminate any Pension PlanWelfare Plan complies in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no contribution failure Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate has withdrawn from any Multi-Employer Plan sufficient in a “complete withdrawal” or a “partial withdrawal” as defined in Sections 4203 or 4205 of ERISA, respectively; neither Borrower nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to give rise Section 4204 of ERISA; neither Borrower nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Lien under Section 302(f) of Multi-Employer Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-Employer Plan; no steps have been instituted by Borrower or Section 412 of the Codeany Subsidiary or any ERISA Affiliate to terminate any Pension Plan (other than a Defined Contribution Plan); no condition exists or event or transaction has occurred in connection with respect to any Pension Plan, Multi-Employer Plan or Welfare Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries Subsidiary or any member of the Controlled Group ERISA Affiliate of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penalty penalty; and none neither Borrower nor any Subsidiary nor any ERISA Affiliate is a “contributing sponsor” as defined in Section 4001(a)(13) of ERISA of a “single-employer plan” as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Except as disclosed on the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability consolidated financial statements of Borrower and its Subsidiaries delivered by Borrower to the Agent and each Lender, neither Borrower or nor any of its Subsidiaries or Subsidiary nor any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group Affiliate has any contingent unfunded liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse Effect, other than liability for continuation coverage described in Part 6 of Title I of ERISAPlan.

Pension and Welfare Plans. During Each Pension Plan and Welfare Plan complies with ERISA and all other applicable statutes and governmental rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower nor any Subsidiary of Borrower nor any ERISA Affiliate has withdrawn from any Multi-Employer Plan in a "complete withdrawal" or a "partial withdrawal" as defined in Sections 4203 or 4205 of ERISA, respectively; neither Borrower nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; neither Borrower nor any Subsidiary nor any ERISA Affiliate has in the consecutive twelvepast contributed to or currently contributes to a Multi-month period prior Employer Plan; neither Borrower nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to each date as of which the following representations are made or deemed made, and prior to the date of any Borrowing hereunder, a Multi-Employer Plan; no steps have been taken instituted by Borrower or any Subsidiary or any ERISA Affiliate to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code; no condition exists or event or transaction has occurred in connection with respect to any Pension Plan, Multi-Employer Plan or Welfare Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries Subsidiary or any member of the Controlled Group ERISA Affiliate of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penalty penalty; and none neither Borrower nor any Subsidiary nor any ERISA Affiliate is a "contributing sponsor" as defined in Section 4001(a)(13) of the following events ERISA of a "single-employer plan" as defined in Section 4001(a)(15) of ERISA which has two (2) or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to the more contributing sponsors at least two (2) of whom are not under common control. Neither Borrower or nor any of its Subsidiaries or Subsidiary nor any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group Affiliate has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse Effect, other than liability for continuation coverage described in Part 6 of Title I of ERISAPlan.

Pension and Welfare Plans. During the consecutive twelve-month period prior Each Pension Plan complies and has been administered in accordance with all applicable Laws in all material respects; no Reportable Event has occurred and is continuing with respect to each date as of any Pension Plan which the following representations are made or deemed madecould have a Material Adverse Effect; no Borrower, and prior to the date Subsidiary of any Borrowing hereunderBorrower, nor any ERISA Affiliate has withdrawn from any Multi-employer Plan in a "complete withdrawal" or a "partial withdrawal" as defined in Section 4203 or 4205 of ERISA, respectively which could have a Material Adverse Effect; no steps have been taken instituted by any Borrower or its Subsidiary to terminate any Pension PlanPlan which could have a Material Adverse Effect; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to which has resulted in the imposition of a Lien under Section 302(f) of ERISA or Section 412 upon any of the Codeassets of a Borrower or its Subsidiary; no condition exists or event or transaction has occurred in connection with respect to any Pension Plan or Multiemployer Plan which could reasonably be expected to result in the incurrence by a Borrower or its Subsidiary or any ERISA Affiliate of any liability, fine or penalty which is material in amount; and no Borrower, Subsidiary of any Borrower nor any ERISA Affiliate is a "contributing sponsor" as defined in Section 4001(a)(13) of ERISA of a "single- employer plan" as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Except as listed in Schedule 4.13, no Borrower, Subsidiary of any Borrower, or any ERISA Affiliate, to the extent that a Borrower or any of its Subsidiaries has joint and several liability with such ERISA Affiliate to pay such benefits, maintains or has any member liability to pay any medical benefits under any employee welfare benefit plan within the meaning of Section 3(1) of ERISA to former employees thereof or to current employees with respect to claims incurred after the Controlled Group termination of any material liability their employment (other than liabilities incurred in as required by Section 4980B of the ordinary course Code or Part 6 of maintaining the Pension PlanSubtitle B of Title 1 of ERISA), fine or penalty and none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group has any contingent liability other than with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected course of treatment initiated on or prior to have a Material Adverse Effect, other than liability for continuation coverage described in Part 6 termination of Title I of ERISAemployment.

Pension and Welfare Plans. During the consecutive twelve-consecutive-month period prior to each date as of which the following representations are made or deemed made, and prior to the date of the execution and delivery of this Agreement or the making of any Borrowing Loan hereunder, (i) no steps have been taken to terminate any Pension Plan; Plan and (ii) no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) 302(0 of ERISA or Section 412 of the Code; no ERISA. No condition exists or event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries or any member of the Controlled Group Parent of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penalty and none of the following events or conditions, either individually or in the aggregate, penalty. Parent has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group has any no contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse EffectPlan, other than liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA. All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by Parent or any other member of the Controlled Group under the terms of such Multiemployer Pension Plan or of any collective bargaining agreement or by applicable law; neither Parent nor any member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred any withdrawal liability with respect to any Multiemployer Pension Plan, or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any Multiemployer Pension Plan, and no condition has occurred which, if continued, might result in a withdrawal or partial withdrawal from any Multiemployer Pension Plan; and neither Parent nor any member of the Controlled Group has received any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any Multiemployer Pension Plan is or has been funded at a rate less than that required under Section 412 of the Code, that any Multiemployer Pension Plan is or may be terminated, or that any Multiemployer Pension Plan is or may become insolvent. All contributions required under applicable law have been made in respect of all pension plans of UR Canada and each of its Subsidiaries and each such pension plan is fully funded on an ongoing and termination basis.

Pension and Welfare Plans. During the consecutive twelve-consecutive-month period prior to each date as of which the following representations are made or deemed made, Effective Date and prior to the date of any Borrowing Credit Extension hereunder, no steps have been taken to terminate any Pension Plan; Plan which could be reasonably likely to result in a material liability to any Obligor or any member of the Controlled Group, and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code; no ERISA. No condition exists or event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to might result in the incurrence by the Borrower or any of its Subsidiaries Obligors or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penalty and none of the following events or conditionswhich, either individually or in the aggregate, has resulted or is could reasonably likely be expected to result in have a material liability to Material Adverse Effect. Neither the Borrower or any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or Obligors nor any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse EffectPlan, other than liability for continuation coverage described in Part 6 of Title I of ERISAERISA other than those which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each Foreign Employee Benefit Plan maintained or contributed to by the Obligors, any Non-U.S. Subsidiaries or any member of the Controlled Group is in compliance with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for such Plan except for such failures which, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. The aggregate of the liabilities to provide all of the accrued benefits under any Foreign Pension Plan maintained or contributed to by the Obligors, any Non-U.S. Subsidiaries or any member of the Controlled Group does not exceed the current fair market value of the assets held in the trust or other funding vehicle for such Plan in a manner that could reasonably be expected to have a Material Adverse Effect. With respect to any Foreign Employee Benefit Plan maintained by the Obligors, any Non-U.S. Subsidiaries or any member of the Controlled Group (other than a Foreign Pension Plan), reasonable reserves have been established in accordance with prudent business practice or where required by ordinary accounting practices in the jurisdiction in which such Plan is maintained. The aggregate unfunded liabilities, after giving effect to any reserves for such liabilities, with respect to such Foreign Employee Benefit Plans are not reasonably expected to have a Material Adverse Effect. There are no actions, suits or claims (other than routine claims for benefits) pending or threatened against the Obligors, any Non-U.S. Subsidiaries or any member of the Controlled Group with respect to any Foreign Employee Benefit Plan other than those which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Pension and Welfare Plans. During the consecutive twelve-month period prior to each the date as of which the following representations are made or deemed made, execution and delivery of this Agreement and prior to the date of any Borrowing the conversion, if any, hereunder, no steps have been taken to terminate any Pension Plan; , and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f303(k) of ERISA or Section 412 ERISA. All contributions required to be made under each Benefit Plan, as of the Code; no date hereof, have been timely made and all obligations in respect of each Benefit Plan have been properly accrued and reflected in the consolidated financial statements of the Parent and its Subsidiaries. No condition exists or event or transaction has occurred with respect to any Pension Plan which could would reasonably be expected to result in the incurrence by the Borrower or any Credit Party, any of its Subsidiaries Subsidiaries, or any member of the Controlled Group its ERISA Affiliates of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty penalty. Each Benefit Plan which is subject to ERISA that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA and none that is intended to be qualified under Section 401(a) of the following events or conditions, either individually or in the aggregateCode, has resulted received a favorable determination letter from the Internal Revenue Service, covering all tax law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 or is reasonably has applied to the Internal Revenue Service for such favorable determination letter within the applicable remedial amendment period under Section 401(b) of the Code, and the Credit Parties, nor any of its Subsidiaries, are not aware of any circumstances likely to result in a material liability revocation of any such favorable determination letter or the loss of the qualification of such plan under Section 401(a) of the Code. As of the date hereof, there is no pending or, to the Borrower or knowledge of the Credit Parties, nor any of its Subsidiaries or any member of Subsidiaries, threatened, litigation relating to the Controlled Group: (i) Benefit Plans which would reasonably be expected to have a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or Material Adverse Effect. No Credit Party, nor any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group Subsidiaries, has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could would reasonably be expected to have a Material Adverse Effect, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

Pension and Welfare Plans. During the consecutive twelve-month period prior to each date as of which the following representations are made or deemed made, and prior to the date of any Borrowing hereunder, no steps have been taken to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code; no condition exists or event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries Holdings or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty and none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries Holdings or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries Holdings or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries Holdings or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries Holdings or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or Neither Holdings nor any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse EffectEffect on Holdings, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

Pension and Welfare Plans. During the consecutive twelveEach Pension Plan complies and has been administered in accordance with all applicable Laws in all material respects; no Reportable Event has occurred and is continuing with respect to any Pension Plan which could have a Material Adverse Effect; no Borrower, Other Subsidiary, or any ERISA Affiliate has withdrawn from any Multi-month period prior to each date employer Plan in a "complete withdrawal" or a "partial withdrawal" as defined in Section 4203 or 4205 of ERISA, respectively which the following representations are made or deemed made, and prior to the date of any Borrowing hereunder, could have a Material Adverse Effect; no steps have been taken instituted by any Borrower or Other Subsidiary to terminate any Pension PlanPlan which could have a Material Adverse Effect; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to which has resulted in the imposition of a Lien under Section 302(f) of ERISA or Section 412 upon any of the Codeassets of a Borrower or Other Subsidiary; no condition exists or event or transaction has occurred in connection with respect to any Pension Plan or Multiemployer Plan which could reasonably be expected to result in the incurrence by the a Borrower or any of its Subsidiaries Other Subsidiary or any member of the Controlled Group ERISA Affiliate of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penalty which is material in amount; and none no Borrower, Other Subsidiary, or ERISA Affiliate is a "contributing sponsor" as defined in Section 4001(a)(13) of ERISA of a "single-employer plan" as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Except as listed in Schedule 6.13, no Borrower, Other Subsidiary or any ERISA Affiliate, to the extent that a Borrower or Other Subsidiary has joint and several liability with such ERISA Affiliate to pay such benefits, maintains or has any liability to pay any medical benefits under any employee welfare benefit plan within the meaning of Section 3(1) of ERISA to former employees thereof or to current employees with respect to claims incurred after the termination of their employment (other than as required by Section 4980B of the following events Code or conditionsPart 6 of Subtitle B of Title 1 of ERISA), either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group has any contingent liability other than with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected course of treatment initiated on or prior to have a Material Adverse Effect, other than liability for continuation coverage described in Part 6 termination of Title I of ERISAemployment.

Pension and Welfare Plans. During the consecutive twelve-month period prior to each date as of which the following representations are made or deemed made, and prior to the date of any Borrowing hereunder, no steps have been taken to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code; no condition exists or event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty and none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial Third Amended and Restated Credit Agreement withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse Effect, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

Pension and Welfare Plans. During the consecutive twelve-month period prior to each date as of which the following representations are made or deemed made, and prior to the date of any Borrowing hereunder, no steps have been taken to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code; no condition exists or event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries Midwest or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty and none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries Midwest or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries Midwest or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries Midwest or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries Midwest or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or Neither Midwest nor any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse EffectEffect on Midwest, other than liability for continuation coverage described in Part 6 of Title I of ERISA.. 15

Pension and Welfare Plans. During Part 3.21 of the consecutive twelve-month period prior to Disclosure Letter sets forth all Pension Plans and Welfare Plans. Except as set forth in Part 3.21 of the Disclosure Letter, each date as of which the following representations are made or deemed made, Pension Plan and prior to the date of any Borrowing hereunder, no steps have been taken to terminate any Pension PlanWelfare Plan complies in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no contribution failure Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Seller, nor the Company nor any Subsidiary nor any ERISA Affiliate has withdrawn from any Multiemployer Plan sufficient in a "complete withdrawal" or a "partial withdrawal" as defined in Sections 4203 or 4205 of ERISA, respectively; neither Seller nor the Company nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to give rise Section 4204 of ERISA; neither Seller nor the Company nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or currently contributes to a Lien under Section 302(f) of Multiemployer Plan; neither Seller nor the Company nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to a Multiemployer Plan; no steps have been instituted by the Company or Section 412 of the Codeany Subsidiary or any ERISA Affiliate to terminate any Pension Plan (other than a Defined Contribution Plan); no condition exists or event or transaction has occurred in connection with respect to any Pension Plan, Multiemployer Plan or Welfare Plan which could reasonably be expected to result in the incurrence by Seller, the Borrower Company or any of its Subsidiaries Subsidiary or any member of the Controlled Group ERISA Affiliate of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penalty penalty; and none neither Seller nor the Company nor any Subsidiary nor any ERISA Affiliate is a "contributing sponsor" as defined in Section 4001(a)(13) of ERISA of a "single-employer plan" as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Except as disclosed on the following events or conditionsFinancial Statements of Seller, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to the Borrower or any of Company and its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from any Multiemployer Plan delivered by the Borrower or Company to Buyer, neither Seller nor the Company nor any of its Subsidiaries or Subsidiary nor any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group Affiliate has any contingent unfunded liability with respect to any postWelfare Plan. Any Pension Plan that is intended to be a qualified plan under Section 401(a) of the IRC has received a favorable determination letter from the IRS covering amendments to such Pension Plan required or permitted under GUST (as defined in Rev. Proc. 2004-retirement benefit 6) or relies upon an opinion letter covering such amendments from the IRS issued to the 38- prototype or volume submitter plan sponsor concerning such Pension Plan's qualified status under Section 401(a) of the IRC, and since the date of such last letter there are no pending issues with the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation or any other issues that would result or is likely to result in the revocation of such determination letter or a Welfare loss of reliance on such opinion letter. In addition, each Pension Plan which could reasonably that is intended to be expected a qualified plan under Section 401(a) of the IRC has been amended to have a Material Adverse Effectcomply with all applicable changes required or permitted under the Economic Growth and Tax Relief Reconciliation Act of 2001 and any subsequent applicable legislation, other than rule making, announcement, notice or regulation promulgation. Seller, the Company, each Subsidiary and each ERISA Affiliate is in compliance with the Multiemployer Pension Plan Amendments Act of 1980, as amended ("MEPPAA"), and has no liability for continuation coverage described in Part 6 of Title I of ERISApension contributions pursuant to MEPPAA.

Pension and Welfare Plans. During the consecutive twelve-month period prior to each date as of which the following representations are made or deemed made, and prior to the date The occurrence of any Borrowing hereunder, no steps have been taken to terminate any Pension Plan; no contribution failure has occurred of the ------------------------- following: a Reportable Event with respect to any Pension Plan for which the 30-day notice has not been waived; the institution of any steps by the Company, any of its Subsidiaries, any ERISA Affiliate, the PBGC or any other Person to terminate any Pension Plan if such termination would be reasonably likely to result in a liability of $5,000,000 or more in excess of any remaining contributions to such Pension Plan due from the Company, any of its Subsidiaries or any ERISA Affiliate for the year in which such termination occurs; the institution of any steps by the Company, any of its Subsidiaries, or any ERISA Affiliate to withdraw from any Pension Plan if such withdrawal would be reasonably likely to result in a liability of $5,000,000 or more in excess of any remaining contributions to such Pension Plan due from the Company, any of its Subsidiaries or any ERISA Affiliate for the year in which such withdrawal occurs; the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section section 302(f) of ERISA; the taking of any action with respect to a Pension Plan which would reasonably be expected to result in the requirement that the Company, any of its Subsidiaries or any ERISA Affiliate furnish a bond or Section 412 other security to the PBGC or to such Pension Plan; the occurrence of the Code; no condition exists or any event or transaction has occurred with respect to any Pension Plan which could would be reasonably be expected likely to result in the incurrence by the Borrower or Company, any of its Subsidiaries or any member of the Controlled Group ERISA Affiliate of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penalty and none of the following events or conditionsin an aggregate amount that, either individually or in the aggregateaggregate for all such liabilities, has resulted fines and penalties, would have a Materially Adverse Effect; the occurrence of any event that would constitute a complete or is partial withdrawal from a Multiemployer Plan by the Company, any of its Subsidiaries or any ERISA Affiliate if such withdrawal would be reasonably likely to result in a material liability of $5,000,000 or more in excess of any remaining contribution to such Multiemployer Plan due from the Borrower or Company, any of its Subsidiaries or any member of ERISA Affiliate for the Controlled Group: (i) a Reportable Eventyear in which such withdrawal occurs; (ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were amendment to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to welfare plan that would have a Material Materially Adverse Effect, other than liability for continuation coverage described in Part 6 of Title I of ERISA.;

Pension and Welfare Plans. During Each Pension Plan and Welfare Plan complies ------------------------- in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; none of the consecutive twelveBorrowers nor any Subsidiary nor any ERISA Affiliate has withdrawn from any Multi-month period prior Employer Plan in a "complete withdrawal" or a "partial withdrawal" as defined in Sections 4203 or 4205 of ERISA, respectively; none of the Borrowers nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to each date as Section 4204 of which ERISA; none of the following representations are made Borrowers nor any Subsidiary nor any ERISA Affiliate has in the past contributed to or deemed made, and prior currently contributes to a Multi-Employer Plan; none of the date of Borrowers nor any Borrowing hereunder, Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-Employer Plan; no steps have been taken instituted by any Borrower or any Subsidiary or any ERISA Affiliate to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code; no condition exists or event or transaction has occurred in connection with respect to any Pension Plan, Multi-Employer Plan or Welfare Plan which could reasonably be expected to result in the incurrence by any of the Borrower Borrowers or any of its Subsidiaries Subsidiary or any member of the Controlled Group ERISA Affiliate of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penalty penalty; and none of the following events Borrowers nor any Subsidiary nor any ERISA Affiliate is a "contributing sponsor" as defined in Section 4001(a)(13) of ERISA of a "single-employer plan" as defined in Section 4001(a)(15) of ERISA which has two or conditionsmore contributing sponsors at least two of whom are not under common control. Except as disclosed on the consolidated financial statements of Borrowers and their respective Subsidiaries delivered by Borrowers to Lender or on Schedule 4.06 attached hereto, either individually or in the aggregate, has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries or any member none of the Controlled Group: (i) a Reportable Event; (ii) a complete or partial withdrawal from Borrowers nor any Multiemployer Plan by the Borrower or Subsidiary nor any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any of its Subsidiaries or any member of the Controlled Group Affiliate has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected to have a Material Adverse Effect, other than liability for continuation coverage described in Part 6 of Title I of ERISAPlan.