Common use of Compliance with ERISA and the IRC Clause in Contracts

Compliance with ERISA and the IRC. In addition to and without limiting the generality of Section 5.8, each Borrower will, and will cause each of its Subsidiaries to, (a) comply in all material respects with applicable provisions of ERISA, the IRC and the regulations thereunder with respect to all Employee Benefit Plans, (b) without the prior written consent of Agent and the Required Lenders, not take any action or fail to take action the result of which could be a material liability to the PBGC or to a Multiemployer Plan (other than claims for benefits, contributions or premiums payable in the ordinary course), (c) not participate in any prohibited transaction that could result in any civil penalty under ERISA or tax under the IRC, other than any prohibited transaction that could not reasonably be expected to result in material liability, and (d) operate each Employee Benefit Plan in such a manner that will not incur any material tax liability under Section 4980B of the IRC, and (e) furnish to Agent upon Agent’s written request such additional information about any Employee Benefit Plan for which any Borrower or any Subsidiary, or any ERISA Affiliate could reasonably expect to incur any material liability as may be reasonably requested by Agent.

Compliance with ERISA and the IRC. In addition to and without limiting the generality of Section 5.8, each Borrower willParent shall, and will shall cause each of its Domestic Subsidiaries to, (a) comply in all material respects with applicable provisions of ERISA, the IRC and the regulations thereunder with respect to all Employee Benefit Plans, (b) without the prior written consent of Agent and the Required Lenders, not take any action or fail to take action the result of which could be a material liability to the PBGC or to a Multiemployer Plan (other than claims for benefits, contributions or premiums payable in the ordinary course), (c) not participate in any prohibited transaction that could result in any civil penalty under ERISA or tax under the IRC, other than any prohibited transaction that could not reasonably be expected to result in material liability other than de minimis liability, and (d) operate each Employee Benefit Plan in such a manner that will not incur any material tax Tax liability under Section 4980B of the IRC, IRC and (e) furnish to Agent upon Agent’s written request such additional information about any Employee Benefit Plan for which any Borrower Parent or any Domestic Subsidiary, or any ERISA Affiliate could reasonably expect to incur any material liability as may be reasonably requested by Agent.