ERISA Events. The occurrence of any of the following events or conditions, unless such event or occurrence would not have or be reasonably expected to have a Material Adverse Effect: # any “accumulated funding deficiency,” as such term is defined in [Section 302] of ERISA and Section 412 of the Code, whether or not waived, shall exist with respect to any Plan, or any lien shall arise on the assets of a Borrower, any Subsidiary of a Borrower or any ERISA Affiliate in favor of the PBGC or a Plan; # an ERISA Event shall occur with respect to a Single Employer Plan, which is, in the reasonable opinion of the Administrative Agent, likely to result in the termination of such Plan for purposes of Title IV of ERISA; # an ERISA Event shall occur with respect to a Multiemployer Plan or Multiple Employer Plan, which is, in the reasonable opinion of the Administrative Agent, likely to result in # the termination of such Plan for purposes of Title IV of ERISA, or # a Borrower, any Subsidiary of a Borrower or any ERISA Affiliate incurring any liability in connection with a withdrawal from, reorganization of (within the meaning of [Section 4241] of ERISA), or insolvency (within the meaning of [Section 4245] of ERISA) of such Plan; or # any prohibited transaction (within the meaning of [Section 406] of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility shall occur which may subject a Borrower, any Subsidiary of a Borrower or any ERISA Affiliate to any liability under [Sections 406, 409, 502(i), or 502(l)])])])] of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which a Borrower, any Subsidiary of a Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability.

“ERISA Event” shall mean # any Reportable Event; # the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or [Section 302] of ERISA), whether or not waived; # the incurrence by the Borrower, any Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA; # the receipt by the Borrower, any Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan under [Section 4042] of ERISA, or the occurrence of any event or condition which could be reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan; # the incurrence by the Borrower, any Subsidiary or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; # the receipt by the Borrower, any Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower, a Subsidiary or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in critical or endangered status, within the meaning of ERISA; or # the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or [Section 406] of ERISA) which could reasonably be expected to result in liability to the Borrower or any Subsidiary.

“ERISA Event” means # any “reportable event”, as defined in [Section 4043] of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived), # the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or [Section 302] of ERISA), whether or not waived, # the 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 Plan, # the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, # the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, # the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan, # the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA, # the occurrence of a “prohibited transaction” with respect to which the Borrower or any of the Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which the Borrower or any such Subsidiary could otherwise be liable, or # any other event or condition with respect to a Plan or Multiemployer Plan that could result in liability of the Borrower or any Subsidiary under Title IV of ERISA.

“ERISA Event” means # any “reportable event”, as defined in [Section 4043] of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); # any failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or [Section 302] of ERISA) applicable to such Plan; # the 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 Plan; # the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, other than for the payment of plan contributions or PBGC premiums due but not delinquent under [Section 4007] of ERISA; # the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; or # the imposition of Withdrawal Liability on the Borrower or any ERISA Affiliate or the receipt of any notice by the Borrower or any ERISA Affiliate of the insolvency, within the meaning of Title IV of ERISA, of any Multiemployer Plan to which the Borrower or any ERISA Affiliate is obligated to contribute.

“ERISA Event” means any of the following: # a “reportable event” as defined in [Section 4043(c)] of ERISA with respect to a Plan or, if the Borrower or any ERISA Affiliate has received notice, a Multiemployer Plan, for which the requirement to give notice has not been waived by the PBGC (provided, however, that a failure to meet the minimum funding standard of Section 412 of the Code shall be considered a “reportable event” regardless of the issuance of any waiver), # the application by the Borrower or any ERISA Affiliate for a funding waiver pursuant to Section 412 of the Code, # the incurrence by the Borrower or any ERISA Affiliate of any Withdrawal Liability, or the receipt by the Borrower or any ERISA Affiliate of notice from a Multiemployer Plan that it is in insolvency pursuant to [Section 4245] of ERISA or that it intends to terminate or has terminated under [Section 4041A] of ERISA, # the distribution by the Borrower or any ERISA Affiliate under [Section 4041] of ERISA of a notice of intent to terminate any Plan or the taking of any action to terminate any Plan, # the commencement of proceedings by the PBGC under [Section 4042] of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Borrower or any ERISA Affiliate of a notice from any Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan, # the institution of a proceeding by any fiduciary of any Multiemployer Plan against the Borrower or any ERISA Affiliate to enforce [Section 515] of ERISA, which proceeding is not dismissed within 30 days, # the imposition upon the Borrower or any ERISA Affiliate of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under [Section 4007] of ERISA, or the imposition or threatened imposition of any Lien upon any assets of the Borrower or any ERISA Affiliate as a result of any alleged failure to comply with the Code or ERISA with respect to any Plan, or # the Borrower’s engaging in a Prohibited Transaction with respect to any Plan.

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 or any of its Restricted Subsidiaries under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount which would be reasonably likely to result in a Material Adverse Effect, or # the Borrower or any of its Restricted Subsidiaries 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 would be reasonably likely to result in a Material Adverse Effect; or

“ERISA Event” means # any “reportable event”, as defined in [Section 4043] of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30‑day notice period is waived); # any failure by any Plan to satisfy the minimum funding standards (within the meaning of Sections 412 and 430 of the Code or [Sections 302 and 303]3] of ERISA) applicable to such Plan, whether or not waived; # the 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 Plan; # the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; # a determination that any Plan is, or is expected to be, in “at-risk” status (within the meaning of [Section 303(i)(4)] of ERISA or Section 430(i)(4) of the Code); # the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan; # the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; # the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability on the Borrower or any ERISA Affiliate or a determination that a Multiemployer Plan is, or is expected to be, insolvent within the meaning of Title IV of ERISA or in endangered or critical status within the meaning of [Section 305] of ERISA; # the occurrence of a non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or defined in [Section 406] of ERISA) with respect to which the Borrower or any of its ERISA Affiliates is a “disqualified person” (as defined in Section 4975 of the Code) or a “party in interest” (as defined in [Section 3(14)] of ERISA) or could otherwise be liable; or # any other event or condition with respect to a Plan or Multiemployer Plan that could result in liability of the Borrower or any of its ERISA Affiliates.

“ERISA Event” shall mean # any “reportable event”, as defined in [Section 4043(c)] of ERISA or the regulations issued thereunder, with respect to a Plan; # the adoption of any amendment to a Plan that would require the provision of security pursuant to Section 401(a)(29) of the Code or [Section 307] of ERISA; # the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or [Section 302] of ERISA), whether or not waived; # the filing pursuant to Section 412 of the Code or [Section 303(d)] of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; # the occurrence of a non-exempt “prohibited transaction” with respect to which any Borrower, Guarantor or any of its or their respective Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which any Borrower, Guarantor or any of its or their respective Subsidiaries could otherwise be liable; # a complete or partial withdrawal by any Borrower, Guarantor or any ERISA Affiliate from a Multiemployer Plan or a cessation of operations which is treated as such a withdrawal or notification that a Multiemployer Plan is in reorganization; # the filing of a notice of intent to terminate a Plan subject to Title IV of ERISA, the treatment of a Plan amendment as a termination under [Section 4041 or 4041A]A] of ERISA, or the commencement of proceedings by the Pension Benefit Guaranty Corporation to terminate a Plan; # an event or condition which might reasonably be expected to constitute grounds under [Section 4042] of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; # the imposition of any liability under Title IV of ERISA, other than the Pension Benefit Guaranty Corporation premiums due but not delinquent under [Section 4007] of ERISA, upon any Borrower, Guarantor or any ERISA Affiliate

“ERISA Event” means # any “reportable event”, as defined in [Section 4043(c)] of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); # any failure by any Plan to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or [Sections 302 and 303]3] of ERISA) applicable to such Plan; # the 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 Plan; # the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; # the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan under [Section 4041] of ERISA or to appoint a trustee to administer any Plan under [Section 4042] of ERISA; # the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to a withdrawal from a Plan subject to [Section 4063] of ERISA during a plan year in which it was a “substantial employer” (as defined in [Section 4001(a)(2)] of ERISA) or a cessation of operations that is treated as such a withdrawal under [Section 4062(e)] of ERISA, or a complete withdrawal or partial withdrawal (within the meanings of [Sections 4203 and 4205]5] of ERISA) from any Multiemployer Plan; or # the receipt by the Borrower or any ERISA Affiliate of any notice from any Multiemployer Plan concerning the imposition of Withdrawal Liability on the Borrower or any ERISA Affiliate or a determination that a Multiemployer Plan is insolvent (within the meaning of [Section 4245] of ERISA).

SECTION # ERISA; Labor Matters. (a) No ERISA Events have occurred or are reasonably expected to occur that could, in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, # each Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state Laws, # no Plan has an “accumulated funding deficiency” (within the meaning of Section 412 of the Code), whether or not waived, # neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Plan (other than premiums due and not delinquent under [Section 4007] of ERISA), # neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under [Section 4219] of ERISA, would result in such liability) under [Section 4201] of ERISA with respect to a Multiemployer Plan and # neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to [Section 4069 or 4212(c)])] of ERISA.