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

Compliance with ERISA and the IRC. Other than in connection with a Permitted Multiemployer Withdrawal, as a result of the PBGC Funding Waiver Obligations or which could not reasonably be expected to result in an increase in the annual cash funding obligations by the Loan Parties by an amount greater than $3,000,000 (when combined with any increases in connection with a Permitted Multiemployer Withdrawal) in the aggregate after the Closing Date, each Loan Party shall, and shall cause each of its ERISA Affiliates to: (a) maintain each Benefit Plan and Pension Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal and State law; (b) cause each Pension Plan which is qualified under Section 401(a) of the Code to maintain such qualification; (c) not terminate any Pension Plan so as to incur any material liability to the PBGC; (d) not allow or suffer to exist any prohibited transaction involving any Pension Plan or any trust created thereunder which would subject such Loan Party or such ERISA Affiliate to a material tax or other material liability on prohibited transactions imposed under Section 4975 of the Code or ERISA; (e) make all required contributions to any Pension Plan or Multiemployer Plan which it is obligated to pay under Sections 302 or 303 of ERISA, Sections 412 or 430 of the Code or the terms of such plan; (f) not allow or suffer to exist any violation of the “minimum funding standards” (within the meaning of Section 302 of ERISA and Section 412 of the Code), whether or not waived, with respect to any such Pension Plan; (g) not engage in a transaction that could be subject to Section 4069 of ERISA; or (h) not allow or suffer to exist any “reportable event” under ERISA or the occurrence of any event or condition which presents a material risk of termination by the PBGC of any Pension Plan that is a single employer plan, which termination could result in any material liability to the PBGC.

Compliance with ERISA and the IRC. Other than in connection with a Permitted Multiemployer Withdrawal, as a result of the PBGC Funding Waiver Obligations Withdrawal or which could not reasonably be expected to result in an increase in the annual cash funding obligations by the Loan Parties by an amount greater than $3,000,000 (when combined with any increases in connection with a Permitted Multiemployer Withdrawal) in the aggregate after the Closing DateMaterial Adverse Effect, each Loan Party shall, and shall cause each of its ERISA Affiliates to: (a) maintain each Benefit Plan and Pension Plan in compliance in all material respects with the applicable provisions of ERISA, the Code IRC and other Federal and State law; (b) cause each Pension Plan which is qualified under Section 401(a) of the Code IRC to maintain such qualification; (c) not terminate any Pension Plan so as to incur any material liability to the PBGC; (d) not allow or suffer to exist any prohibited transaction involving any Pension Plan or any trust created thereunder which would subject such Loan Party or such ERISA Affiliate to a material tax or other material liability on prohibited transactions imposed under Section 4975 of the Code IRC or ERISA; (e) make all required contributions to any Pension Plan or Multiemployer Plan which it is obligated to pay under Sections 302 or 303 of ERISA, Sections 412 or 430 of the Code IRC or the terms of such planplan or the applicable collective bargaining agreement; (f) not allow or suffer to exist any violation of the “minimum funding standards” (within the meaning of Section 302 of ERISA and Section 412 of the CodeIRC), whether or not waived, with respect to any such Pension Plan; (g) not engage in a transaction that could be subject to Section 4069 or 4212(c) of ERISA; or (h) not allow or suffer to exist any “reportable event” under ERISA or the occurrence of any event or condition which presents a material risk of termination by the PBGC of any Pension Plan that is a single employer plan, which termination could result in any material liability to the PBGC.