ERISA Reports. Promptly after the receipt thereof, copies of all notices which any Borrower or ERISA Affiliate receives from the PBGC, the IRS, or the U.S. Department of Labor under ERISA; as soon as possible and in any event within five (5) days after Borrower or any ERISA Affiliate knows or has reason to know that any ERISA Event or Prohibited Transaction has occurred with respect to any Plan, a certificate of the chief financial officer of Borrower setting forth the details as to such ERISA Event or Prohibited Transaction and the action that Borrower proposes to take with respect thereto; annually, copies of the notice described in [Section 101(f)] of ERISA that Borrower or ERISA Affiliate receives with respect to a Plan or Multiemployer Plan;

ERISA Reports and Notices. (i) Promptly following submission thereof by ​, any Subsidiary or any Control Group Person to the Internal Revenue Service, the Department of Labor or the PBGC (as the case may be): copies of any request for waiver of the minimum funding standards or extension of the amortization periods required by [Section 302] of ERISA or Section 412 of the Code with respect to any Single Employer Plan; notice of any Reportable Event that occurs; and notice of intent to terminate any Single Employer Plan pursuant to [Section 4041] of ERISA; and # promptly following receipt thereof by ​, any Subsidiary or any Control Group Person: a determination that any Single Employer Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or [Section 303] of ERISA); notice that the PBGC has instituted or intends to institute proceedings to terminate any Single Employer Plan or to appoint a trustee to administer any Single Employer Plan; and copies of any documents described in [Section 101(l)] of ERISA that ​, any Subsidiary or any Control Group Person may request with respect to any Multiemployer Plan; and # promptly upon learning of the occurrence of any of the following events which could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: a partial or complete withdrawal from any Multiemployer Plan which may result in the incurrence by ​, any Subsidiary or any Control Group Person of Withdrawal Liability and, upon the request of the Agent, to the best of ​’s knowledge, the possible scope and extent of such liability; the termination, Insolvency or Reorganization any Multiemployer Plan; or the determination that any Multiemployer Plan is, or is expected to be, in “endangered” or “critical” status (within the meaning of Section 432 of the Code or [Section 305] of ERISA).

ERISA. No Borrower or any of its Subsidiaries maintains or sponsors, or has an obligation to contribute to a Pension Plan or is a participating employer in, or has an obligation to contribute to, a Multiemployer Plan. The Borrowers represent and warrant as of the Closing Date that the Borrowers are not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by [Section 3(42)] of ERISA) of one or more Benefit Plans in connection with the Revolving Loans, the Letters of Credit or the Commitments.

ERISA. The occurrence of any of the following events: # Parent or any Restricted Subsidiary or any ERISA Affiliate fails to make full payment when due of all amounts which any Loan Party, Restricted Subsidiary, or ERISA Affiliate is required to pay as contributions, installments, or otherwise to or with respect to a Pension Plan or Multiemployer Plan, and such failure could reasonably be expected to result in liability to Parent or to any Restricted Subsidiary in excess of ​, # a Notification Event, which could reasonably be expected to result in liability to Parent or to any Restricted Subsidiary in excess of ​, either individually or in the aggregate, or # any Loan Party or Restricted Subsidiary, or ERISA Affiliate completely or partially withdraws from one or more Multiemployer Plans and incurs Withdrawal Liability in excess of ​ that is payable during any 12-month period, or fails to make any Withdrawal Liability payment in excess of ​ when due.

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 Borrowers 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 # either 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. The Employee Retirement Income Security Act of 1974, as amended from time to time.

ERISA. Except as disclosed on [Schedule 9.1.18]:

ERISA. Since the effective date of Title IV of ERISA, no Reportable Event has occurred with respect to any Plan. For the purposes of this section the term "Reportable Event" shall mean an event described in [Section 4043(b)] of ERISA. For the purposes hereof the term "Plan" shall mean any plan subject to Title IV of ERISA and maintained for employees of Borrowers, or of any member of a controlled group of corporations, as the term "controlled group of corporations" is defined in Section 1563 of the Internal Revenue Code of 1986, as amended (the "Code"), of which Borrowers are a part. Each Plan established or maintained by Borrowers are in material compliance with the applicable provisions of ERISA, and Borrowers have filed all reports required by ERISA and the Code to be filed with respect to each Plan. Borrowers have met all requirements with respect to funding Plans imposed by ERISA or the Code. Since the effective date of Title IV of ERISA there have not been any nor are there now existing any events or conditions that would permit any Plan to be terminated under circumstances which would cause the lien provided under [Section 4068] of ERISA to attach to the assets of Borrowers. The value of each Plan's benefits guaranteed under Title IV of ERISA on the date hereof does not exceed the value of such Plan's assets allocable to such benefits on the date hereof.

ERISA. An ERISA Event shall have occurred and be continuous that, when taken alone or together with all other ERISA Events, has resulted or would reasonably be expected to result in a Material Adverse Effect.

ERISA. No Borrower shall engage in any transaction which would cause any obligation hereunder or the exercise by the Agent and/or the Lender of any of its rights under the Note, this Agreement or the other Loan Documents to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA, assuming that no portion of the Loan was funded with “plan assets” within the meaning of 29 C.F.R. Section 2510.3-101, as modified by [Section 3(42)] of ERISA.