ERISA. Each Pension Plan established or maintained by Borrower or ERISA Affiliate is in compliance with applicable funding requirements under Section 412 of the Code or [Section 302] of ERISA, whether or not waived). No prohibited transactions

ERISA. Promptly, and in any event within 30 days, after a Responsible Officer of the Borrower receives notice or obtains knowledge thereof, the Borrower shall notify the Administrative Agent of the occurrence of an event or condition set forth in [Section 5.01(z)].

ERISA. (i) Promptly upon and in any event within five days of becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof, what action Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and # with reasonable promptness, upon Administrative Agent’s request, copies of # each [Schedule SB] (Actuarial Information) to the annual report (Form 5500 Series) filed by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; # all notices received from a Multiemployer Plan sponsor concerning an ERISA Event; and # copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as Administrative Agent shall reasonably request;

ERISA. Except as otherwise disclosed to Lender in writing: # no employee benefit plan established or maintained, or to which contributions have been made, by Borrower, which is subject to Part 3 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), has an “accumulated funding deficiency” (as such term is defined in [Section 302] of ERISA) as of the date hereof, or would have had such an accumulated funding deficiency on such day if such year were the first year of such plan to which such Part 3 applied; # no “Prohibited Transaction” or “Reportable Event”, as defined under ERISA, occurred with respect to such employee benefit plan as of the date hereof; # no material liability to the Pension Benefit Guaranty Corporation has been incurred with respect to any such plan; # each such employee benefit plan (if any exists) complies and will comply fully with all applicable requirements of ERISA and of the Internal Revenue Code of 1986 as amended (“Internal Revenue Code”) and with all applicable rulings and regulations issued under the provisions of ERISA and the Internal Revenue Code; and # this Agreement and the consummation of the transactions contemplated herein will not involve any prohibited transaction within the scope of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. No ERISA Funding Event, ERISA Termination Event, Foreign Termination Event or Foreign Underfunding exists or has occurred, or is reasonably expected to exist or occur, that, when taken together with all other ERISA Funding Events, ERISA Termination Events, Foreign Termination Events and Foreign Underfundings that exist or have occurred, or which would reasonably be expected to exist or occur, could reasonably be expected to have a Material Adverse Effect. The execution and delivery of this Agreement and the consummation of the transactions hereunder will not involve any prohibited transaction within the meaning of ERISA or Section 4975 of the Code;

ERISA. Promptly, and in any event within 30 days, after a Responsible Officer of the Borrower receives notice or obtains knowledge thereof, the Borrower shall notify the Administrative Agent of the occurrence of an event or condition set forth in [Section 5.01(z)].

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 the Borrower to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or # the 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. Each Pension Plan established or maintained by Borrower or ERISA Affiliate is in compliance with applicable funding requirements under Section 412 of the Code or [Section 302] of ERISA, whether or not waived). No prohibited transactions

ERISA. An ERISA Funding Event, ERISA Termination Event, Foreign Termination Event or Foreign Underfunding shall exist or occur that, in the reasonable opinion of the Majority Lenders, when taken together with all other ERISA Funding Events, ERISA Termination Events, Foreign Termination Events and Foreign Underfundings that exist or have occurred, or could reasonably be expected to exist or occur, would have a Material Adverse Effect; or (l) Judgments. Any judgment, order or decree is made the effect whereof would be to render invalid this Agreement or any other Transaction Document or any material provision thereof or any Credit Party asserts that any such agreement or provision thereof is invalid; or judgments or orders for the payment of money (not paid or fully covered by insurance, subject to applicable deductibles) in excess of $1,000,000 in the aggregate for the Holding Company or its Subsidiaries (or its equivalent in any other currency), or in the case of the Guarantor, $25,000,000, shall be rendered against the Holding Company and/or any of its Subsidiaries or the Guarantor and such judgments, orders or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (m) Invalidity of Agreement, Notes and Security Documents. (i) This Agreement, the Notes, any Security Document or any material provision thereof shall cease, for any reason, to be in full force and effect, or any action or suit at law or in equity or other legal proceeding to cancel, revoke or rescind this Agreement, the Notes, any Security Document or any material provision thereof shall be commenced by or on behalf of the Borrowers or any Governmental Authority, or # the Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby; or

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 Loan Party to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or # the 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