ERISA. (i) An ERISA Event occurs which has resulted or could reasonably be expected to result in liability of the Domestic Borrower under Title IV of ERISA in an aggregate amount in excess of the Threshold Amount, or # the Domestic Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under [Section 4201] of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

ERISA. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: # during the five-year period prior to the date on which this representation is made or deemed made, # no Reportable Event or non-exempt Prohibited Transaction has occurred with respect to any Plan; # no termination of a Single Employer Plan has occurred with respect to which the liability remains unsatisfied and no Lien in favor of the PBGC has arisen; # there has been no failure to meet the minimum funding standards (within the meaning of [Sections 412 or 430]0] of the Code or [Section 302] of ERISA) with respect to any Single Employer Plan; and # there has been no filing pursuant to Section 412(c) of the Code or [Section 302(c)] of ERISA of an application for a waiver of the minimum funding standard with respect to any Single Employer Plan, no failure to make, by its due date, a required installment under Section 430(j) of the Code with respect to any Single Employer Plan, or failure by the Company or any Commonly Controlled Entity to make any required contribution to a Multiemployer Plan; # the Company, each of its Significant Subsidiaries and each Commonly Controlled Entity is in compliance in all respects with the applicable provisions of ERISA and the Code relating to Plans; # the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits and there has been no determination that any Single Employer Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430(i)(4) of the Code or [Section 303(i)(4)] of ERISA); # neither the Company nor any Commonly Controlled Entity has received from the PBGC or a plan administrator any notice relating to an intention to terminate any Single Employer Plan or to appoint a trustee to administer any Single Employer Plan under [Section 4042] of ERISA; # neither the Company nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in any liability under [Section 4201] of ERISA; # neither the Company nor any Commonly Controlled Entity has received any notice of a determination that a Multiemployer Plan is Insolvent or in “endangered” or “critical” status (within the meaning of Section 432(b) of the Code or [Section 305(b)] of ERISA); and # with respect to each Foreign Plan, there has been no failure # to make or, if applicable, accrue in accordance with normal accounting practices, any employer or employee contributions required by applicable law or by the terms of such Foreign Plan; # to register, or loss of good standing, with applicable regulatory authorities of any such Foreign Plan required to be registered; or # of any Foreign Plan to comply with any material provisions of applicable law and regulations or with the material terms of such Foreign Plan.

ERISA. At any time engage in a transaction which would be subject to [Section 4069 or 4212(c)])] of ERISA, or permit any Plan to # engage in any non-exempt “prohibited transaction” (as defined in Section 4975 of the Code); # fail to comply with ERISA or any other applicable Laws; or # incur any material “accumulated funding deficiency” (as defined in [Section 302] of ERISA), which, with respect to each event listed above, would reasonably be expected to have a Material Adverse Effect.

ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected to result in liability of the Company under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or # the Company or any ERISA Affiliate

ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of one or more Loan Parties under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or # one or more Loan Parties or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under [Section 4201] of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

ERISA. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:

ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in a material amount, or # any Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under [Section 4201] of ERISA under a Multiemployer Plan in a material amount; or

ERISA. To the knowledge of the Company, each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”), that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employees of the Company and any of its Subsidiaries has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including ERISA and the Internal Revenue Code of 1986 (the “Code”); no prohibited transaction, within the meaning of [Section 406] of ERISA or Section 4975 of the Code, has occurred

ERISA. Such Seller’s respective Company is not acting on behalf of an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, a “plan” as defined in and subject to Section 4975 of the Code, or an entity deemed to hold the plan assets of any of the foregoing pursuant to 29 C.F.R. Section 2510.3-101, as modified by [Section 3(42)] of ERISA.

ERISA. At any time engage in a transaction which could be subject to [Section 4069 or 4212(c)])] of ERISA, or permit any Plan to # engage in any non-exempt “prohibited transaction” (as defined in Section 4975 of the Code); # fail to comply with ERISA or any other applicable Laws; or # incur any material “accumulated funding deficiency” (as defined in Section 302 of ERISA), which, with respect to each event listed above, could reasonably be expected to have a Material Adverse Effect.