ERISA. Borrower will, and will cause each of its Subsidiaries to, # except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, comply in all material respects with the provisions of ERISA and the Code applicable to ERISA Plans and the laws applicable to any Foreign Pension Plan, # furnish to Lender as soon as possible after, and in any event within ten (10) days after any responsible officer of Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any event described in [Section 10.06] has occurred or is reasonably expected to occur that, alone or together with any other event described therein that has occurred or is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect, a statement of the chief financial officer of Borrower setting forth details as to such event and the action, if any, that Borrower, or any of its Subsidiaries proposes to take with respect thereto and # promptly and in any event within ten (10) days after the filing thereof with the # United States Department of Labor, furnish to Lender copies of each [Schedule SB] (Actuarial Information) to the Annual Report (Form 5500 Series) and # PBGC, furnish to Lender copies of material correspondence with respect to any of the events referred to in [clause (b) above], in each case with respect to each ERISA Plan.

ERISA. In an aggregate amount in excess of the Threshold Amount, # 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 under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC, 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; 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, as amended (“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 the Subsidiaries has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the “Code”); # no prohibited transaction, within the meaning of [Section 406] of ERISA or Section 4975 of the Code, has occurred which would result in a material liability to the Company with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and # for each such plan that is subject to the funding rules of Section 412 of the Code or [Section 302] of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions) equals or exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions, other than, in the case of [(i), (ii) and (iii) above], as would not have a Material Adverse Effect.

ERISA. (i) An ERISA Event occurs which has resulted or could reasonably be expected to result in liability of a Loan Party or a Restricted Subsidiary or any ERISA Affiliate in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, # a Loan Party, any Restricted Subsidiary 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 which could reasonably be expected to result in a Material Adverse Effect, # there is or arises an Unfunded Pension Liability which has resulted or could reasonably be expected to result in liability of a Loan Party, any Restricted Subsidiary or any ERISA Affiliate in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect or # there is or arises any potential withdrawal liability under [Section 4201] of ERISA which has resulted or could reasonably be expected to result in a Material Adverse Effect, if a Loan Party, any Restricted Subsidiary or any ERISA Affiliates were to withdraw completely from any and all Multiemployer Plans; or; or

ERISA. No ERISA Event has occurred or is reasonably expected to occur. None of the assets of the Borrower constitute Plan Assets of any Benefit Plan.

ERISA. Promptly after a Responsible Officer becomes aware of the occurrence of or forthcoming occurrence of any ERISA Event (with respect to the Borrower (or any ERISA Affiliate thereof and for which the Borrower would have liability), a written notice specifying the nature thereof, what action the Borrower or any of its ERISA Affiliates have taken, are taking or propose 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.

ERISA. The Employee Retirement Income Security Act of 1974, as amended from time to time.

promptly after any request therefor by the Administrative Agent or any Lender, copies of # any documents described in [Section 101(k)(1)] of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and # any notices described in [Section 101(l)(1)] of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the plan administrator or sponsor of the applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents and notices from such plan administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; and

of all notices received by the Loan Parties and any of their respective ERISA Affiliates from a Multiemployer Plan concerning an ERISA Event that could reasonably be anticipated to have a Material Adverse Effect and provide copies of such notices; and

ERISA Compliance. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to have a Material Adverse Effect. Each Loan Party and each ERISA Affiliate has fulfilled its obligations under the Pension Funding Rules with respect to each Pension Plan, except to the extent that such noncompliance would not reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Loan Party and no ERISA Affiliate has # sought a waiver of the minimum funding standard under the Pension Funding Rules in respect of any Plan, # failed to make any contribution or payment to any Plan or Multiemployer Plan, or made any amendment to any Plan that has resulted or could 885707.04-LACSR02A - MSW